☒ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Check~~Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”,~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒☐ No ☐☒

As of ~~January 21, 2020, there were 28,750,000~~August 9, 2022, the registrant had 228,636,224 shares of Class A common stock, par value $0.0001 per share, ~~3,833,333 shares of Class B common stock, par value $0.0001 per share,~~ and 5,750,000 shares of Class C common stock, par value $0.0001 per share, issued and outstanding.

The accompanying notes are an integral part of ~~the~~these unaudited ~~condensed~~consolidated financial statements.

~~FOR THE PERIOD FROM SEPTEMBER 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~1

The accompanying notes are an integral part of ~~the~~these unaudited ~~condensed~~consolidated financial statements.

~~FOR THE PERIOD FROM SEPTEMBER 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~2

Consolidated Statements of Mezzanine Equity and Stockholders’ Equity (Deficit)

The accompanying notes are an integral part of ~~the~~these unaudited ~~condensed~~consolidated financial statements.

~~FOR THE PERIOD FROM SEPTEMBER 10, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020~~BERKSHIRE GREY, INC.

The accompanying notes are an integral part of ~~the~~these unaudited ~~condensed~~consolidated financial statements.

~~Revolution Acceleration Acquisition Corp (formerly known as Acceleration Acquisition Corporation) (the~~Berkshire Grey, Inc. (“Berkshire Grey,” “we,” “us,” “our,” or the “Company”) is ~~a blank check~~an Intelligent Enterprise Robotics (“IER”) company ~~incorporated in Delaware on September 10, 2020.~~pioneering and delivering transformative AI-enabled robotic solutions that automate filling ecommerce orders for consumers and businesses, filling orders to resupply retail and grocery stores, and handling packages shipped to fill those orders. The Company was formed 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 (the “Business Combination”). The Companyfounded in 2013 and is ~~an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.~~

~~As of September~~based in Bedford, MA. At June 30, ~~2020,~~2022, the Company had ~~not yet commenced any operations. All activity~~approximately 370 employees. The Company's IER capabilities are grounded in patented and proprietary technologies for robotic picking (each picking or unit handling), robotic movement and mobility (movement and storage of orders and goods), and system orchestration (which enables various intelligent subsystems to work together so that the ~~period from September 10, 2020 (inception) through September 30, 2020 relates~~right work is being done at the right time to ~~the Company’s formation and the initial public offering~~meet our customer’s needs).

~~The registration statement for the Company’s Initial Public Offering was declared effective on December 7, 2020. On December 10, 2020,~~ the Company consummated the ~~Initial Public Offering~~transactions contemplated by the Agreement and Plan of ~~28,750,000 units~~Merger (the ~~“Units”~~“Merger Agreement”), dated February 23, 2021, by and ~~with respect~~among Berkshire Grey Operating Company, Inc. (f/k/a Berkshire Grey, Inc.) (“Legacy Berkshire Grey"), the Company, (f/k/a Revolution Acceleration Acquisition Corp. (“RAAC”)), and Pickup Merger Corp, a Delaware corporation and a direct, wholly owned subsidiary of RAAC (“Merger Sub”). On the Closing Date,pursuant to the terms of the Merger Agreement, a business combination (the "Business Combination") between RAAC and Legacy Berkshire Grey was effected through the merger of Merger Sub with and into Legacy Berkshire Grey, with Legacy Berkshire Grey surviving the merger as a wholly owned subsidiary of RAAC (the "Merger"). RAAC amended and restated its second amended and restated certificate of incorporation and its bylaws such that RAAC changed its name to “Berkshire Grey, Inc.”. Unless the context otherwise requires, references herein to “Legacy Berkshire Grey” refer to Berkshire Grey, Inc. (currently known as Berkshire Grey Operating Company, Inc.), a Delaware corporation, prior to the effective time of the Merger Agreement.

The Business Combination is accounted for as a reverse recapitalization with Legacy Berkshire Grey, Inc. being the accounting acquirer and RAAC as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represent the accounts of Legacy Berkshire Grey and its wholly owned subsidiaries. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (each outstanding share of Legacy Berkshire Grey, Inc. Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000, which is described in Note 3.

~~Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,166,667 warrants (each, a “Private Placement Warrant”~~ and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to RAAC Management LLC (the “Sponsor”), generating gross proceeds of $7,750,000, which is described in Note 4.

Transaction costs amounted to $16,242,914, consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $430,414 of other offering costs. In addition, on December 10, 2020, cash of $1,091,347Legacy Berkshire Grey preferred stock was ~~held outside of the Trust Account (as defined below) and is available~~exchanged for ~~the payment of offering costs and for working capital purposes.~~

Following the closing of the Initial Public Offering on December 10, 2020, an amount of $287,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their5.87585 shares regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation provides that, a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange ~~Act”~~Ratio”)~~), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.~~

The public stockholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Company’s Sponsor has agreed (a) to vote its Founder Shares (as defined in Note 5), alignment shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Founder Shares and alignment shares) and Private Placement Warrants (including underlying securities) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights of pre-Business Combination activity and (d) that the Founder Shares, alignment shares and Private Placement Warrants (including underlying securities) shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

If the Company is unable to complete a Business Combination by December 10, 2022 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the day of liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its stockholders that the Sponsor would be able to satisfy those obligations. None of the Company’s ~~officers or directors will indemnify~~Class A common stock).

Prior to the ~~Company for claims by third parties including, without limitation, claims by vendors~~Merger, RAAC’s units, public shares, and ~~prospective target businesses.~~public warrants were listed on The ~~Company will seek to reduce~~NASDAQ Stock Market LLC (the “Nasdaq”) under the ~~possibility that~~symbols “RAACU,” “RAAC,” and “RAACW,” respectively. On July 22, 2021, the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect~~public warrants began trading on the ~~Company’s financial position, results of its operations and/or search~~Nasdaq, under the symbols “BGRY” and “BGRYW,” respectively. See Note 3, "Merger" for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.further details.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of ~~the~~ condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions ~~that~~which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period.

~~Making~~ These estimates ~~requires management~~and judgments include, but are not limited to, ~~exercise significant judgment. It is at least reasonably possible that the estimate~~revenue recognition, realizability of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actualdeferred fulfillment costs, inventory, warranty cost, accounting for stock-based compensation (including performance-based assessments), and accounting for income taxes and related valuation allowances. Actual results ~~could~~may differ ~~significantly~~ from ~~those~~ estimates.

~~REVOLUTION ACCELERATION ACQUISITION CORP~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

~~Cash and~~ Cash Equivalents and Restricted Cash

The Company considers all ~~short-term~~highly liquid investments with an original maturity of three months or less ~~when purchased~~ to be cash equivalents. The ~~Company did not have any~~Company’s cash equivalents consist of money market funds. Restricted cash represents cash on deposit with a financial institution as collateral for the Company’s corporate credit cards and an irrevocable standby letter of credit as security for the Company’s obligations under the lease for its headquarters in Massachusetts. The Company has included restricted cash as a non-current asset as of ~~September~~the six months ended June 30, ~~2020.~~

~~Deferred offering Costs~~

~~Offering costs consist of legal, accounting, underwriting fees~~2022 and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs amounting to $16,242,914 were charged to stockholders’ equity upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2020, there were $104,250 of deferred offering costs recorded in the accompanying condensed balance sheet.2021.

~~Income Taxes~~

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Net Income Per Common Share~~

Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At September 30, 2020, weighted average shares were reduced for the effect of an aggregate of 1,125,000 shares of Class B common stock that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 5). As of September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

Concentration of Credit Risk and Significant Customers

Financial instruments ~~that~~which potentially ~~subject~~expose the Company to concentrations of credit risk consist of aaccounts receivable and cash ~~account in a financial institution, which, at times, may exceed~~and cash equivalents.

Sales of the ~~Federal Depository Insurance Coverage~~Company’s products are concentrated among specific customers. At June 30, 2022, and December 31, 2021, 4 and 2 customers accounted for approximately 100% of ~~$250,000.~~the Company’s accounts receivable balance, respectively. For the three and six months ended June 30, 2022, the Company generated approximately 100% of revenues from 6 and 8 customers, respectively. For the three and six months ended June 30, 2021, the Company generated 100% of revenues from 5 significant customers. The Company ~~has~~believes that credit risks associated with these contracts are not ~~experienced losses~~significant due to the customers’ financial strength.

The Company places cash and cash equivalents with high-quality financial institutions. The Company is exposed to credit risk in the event of default by these institutions to the extent the amount recorded on ~~this account.~~the consolidated balance sheets exceeds federally insured limits.

2. SIGNIFICANT ACCOUNTING POLICIES(cont.)

~~Fair Value~~

Warrant Liabilities

The Company classifies Private Placement Warrants and Public Warrants (both defined and discussed in Note 16, “Common Stock and Warrants” as liabilities. At the end of ~~Financial Instruments~~

~~The~~each reporting period, changes in fair value during the period are recognized as change in fair value of warrant liabilities within other income (expense), net within the ~~Company’s assets~~consolidated statements of operations and ~~liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates~~comprehensive loss. The Company will continue to adjust the ~~carrying amounts represented~~warrant liability for changes in the ~~condensed balance sheet, primarily due~~fair value until the earlier of a) the exercise or expiration of the warrants or b) redemption of the warrants, at which time the warrants will be reclassified to ~~their short-term nature.~~additional paid-in capital.

Net Loss Per Common Share

~~Recent Accounting Standards~~

~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have~~As a ~~material~~result of the Merger, the Company has retroactively restated the weighted average shares outstanding prior to July 21, 2021, to give effect ~~on the Company’s condensed financial statements.~~

~~NOTE 3. INITIAL PUBLIC OFFERING~~

~~Pursuant~~ to the ~~Initial Public Offering,~~Exchange Ratio.

Basic earnings per share is computed by dividing the ~~Company sold 28,750,000 Units, which includes a full exercise~~loss available to common shareholders (numerator) by the ~~underwriter~~weighted average number of ~~the over-allotment option in the amount of 3,750,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one share~~shares of Class A common stock and ~~one-third~~Class C common stock outstanding (denominator) during the period. Diluted income per share is calculated using the Company's weighted-average outstanding common shares including the dilutive effect of ~~one redeemable~~stock awards as determined under the treasury stock method and warrants using the if-converted method. Diluted earnings per share excludes all dilutive potential shares if their effect is antidilutive. See Note 13, “Net Loss Per Share Attributable to Common Shareholders” for further details.

Recently Adopted Accounting Standards

Effective January 1, 2022, the Company adopted ASU No. 2016-02, ("ASU 2016-02"). ASU 2016-02 and its related amendments (collectively referred to as ASC 842) amends the guidance in former ASC Topic 840, Leases. The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for those leases classified as operating leases. To account for leases as a lessee, the Company adopted ASC 842 on January 1, 2022 using the modified retrospective method, whereby the new guidance is applied prospectively as of the date of adoption and prior periods are not to be restated. The Company elected the package of practical expedients which permits the Company to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. Additionally, the Company elected the following practical expedients: the Company has elected to not separate lease components from non-lease components in its lease contract; the Company will not apply the recognition requirements of ASC 842 to its leases with lease terms of 12 months or less but rather recognize the lease expense on a straight-line basis over the lease term. The adoption of the lease standard did not change the Company's previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. Adoption of the lease standard had a material impact on its condensed consolidated balance sheet (Note 15, "Commitments and Contingencies").

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. This accounting update removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. We prospectively adopted the accounting update on January 1, 2022. The adoption did not have a material impact on our condensed consolidated financial statements.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU amends the impairment model by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments. This may result in the earlier recognition of allowances for losses. The guidance is effective for the Company for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company does not expect the adoption of this ASU to have a significant impact on its condensed consolidated financial statements.

7. REVENUE

The Company primarily derives its revenue from selling robotic fulfillment systems, which consist of a network of automated machinery installed at the customer location and configured to meet specified performance requirements, such as accuracy, throughput, and up-time. Revenue is recognized when control of the promised products is transferred to the customer, or when services are satisfied under the contract, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). Revenue is recognized only to the extent that it is probable that a significant reversal of revenue will not occur. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from revenue.

The Company’s contracts typically have multiple promises that may include system delivery, installation, testing, and training. Judgment is required to determine whether the promises specified in these contracts are distinct and should be accounted for as separate revenue transactions for recognition purposes. The Company also provides assurance-based warranties that are not considered a distinct performance obligation. The Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses a cost-plus margin approach to determine the stand-alone selling price for separate performance obligations.

Each customer contract is evaluated individually to determine the appropriate pattern of revenue recognition. Contracts that are recognized over time meet the criteria that the Company is creating or enhancing an asset that the customer controls. The system is delivered to the customer and control is transferred, after which point the Company performs installation and implementation services to fully integrate the system at the customer’s location. As such, revenue recognition generally begins upon delivery, continues throughout the installation and implementation period, and concludes upon customer acceptance. Revenue from customer contracts is generally expected to be recognized over a period of three to six months. There historically have been, and potentially will be in the future, customer contracts that contain obligations and timelines that result in revenue being recognized over extended periods, which may include periods greater than 12 months. For those performance obligations where revenue is recognized over time, the Company recognizes revenue as costs are incurred or as labor hours are incurred, depending on the type of contract (i.e., an input method). Installation and training services are evaluated together with the delivery of robotic fulfillment or material handling systems as a singular performance obligation. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The loss is computed on the basis of the total estimated costs to complete the contract, including the contract costs incurred to date plus the estimated cost to complete. As of December 31, 2021, it was estimated that the gross loss on current contracts would be $12.1 million, which was included in cost of revenue for the year then ended. A provision for the remaining losses on contracts of $7.7 million and $8.5 million is included within contract liabilities as of June 30, 2022 and December 31, 2021, respectively.

Other performance obligations recognized at a point in time include the sale and delivery of spare parts and pilot agreements. Pilot agreements are typically short-term contracts designed to demonstrate the Company’s technology and ability to serve the customer. Due to the exploratory nature of pilot agreements, revenue is recognized at a point in time once the evaluation activities are complete.

Other performance obligations recognized over time include, but are not limited to, maintenance, extended support, and research services. Maintenance and extended support services arerecognized ratably on a straight-line-basis as the Company assumes an even distribution of performance over the service period. Research services are recognized based on the ratio of labor hours to date and the total estimated labor hours at the completion of the performance obligation.

Shipping and handling activities that occur after control of a product has transferred to the customer are accounted for as fulfillment activities rather than performance obligations, as allowed under a practical expedient provided by ASC 606. Shipping and handling fees charged to customers are recognized as revenue and the related costs are included in cost of revenue at the point in time when ownership of the product is transferred to the customer.

Incremental costs of obtaining a contract with a customer and other costs to fulfill a contract are required to be capitalized unless the Company elects to expense contract costs with periods less than a year. The Company has elected to expense these costs of obtaining a contract as incurred when the related contract period is less than one year. The Company does not pay upfront sales commissions on contracts when the related contract period is greater than one year, thus has not capitalized any amounts as of June 30, 2022.

The following table disaggregates revenue by timing of transfer of goods or services:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(in thousands)				(in thousands)
Transferred over time	$	22,843	$	4,275	$	28,160	$	8,211
Transferred at a point in time		605		228		780		257
Total revenue	$	23,448	$	4,503	$	28,940	$	8,468

7. REVENUE(cont.)

Payment terms offered to customers are defined in contracts and do not include a significant financing component. Payment milestones typically exist throughout the course of a contract and generally occur upon signing of an agreement, delivery of a system, start and completion of installation and testing, and upon acceptance of the system. The nature of the Company’s contracts may give rise to variable consideration, typically related to fees charged for shipping and handling. The Company generally estimates such variable consideration at the most likely amount. In addition, the Company includes the estimated variable consideration in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the related uncertainty is resolved. These estimates are based on historical experience and the Company’s best judgment at the time. To the extent there is certainty in estimating these amounts, they are included in the transaction price of the Company’s contracts and the associated remaining performance obligations. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Contracts may be modified to account for changes in contract specifications and requirements. Contract modifications exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effects of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, are recognized as an adjustment to revenue on a cumulative catch-up basis.

Measure of Progress

The Company periodically reviews the measure of progress used to faithfully depict the transfer of control of goods and services to customers. This review indicated the circumstances of the Company's systems delivery and installation for certain sales have changed over time and that the transfer of control to customers would be more faithfully depicted over time as cost is incurred, beginning upon delivery, and continuing through the installation process (“cost-to-cost method”) rather than based on the ratio of labor hours incurred to total estimated labor hours at the completion of the performance obligation. The Company’s assessment of control transfer considered when legal title to machinery passes to the customer, when the customer first gains beneficial use, and other indicators control has transferred. As a result, effective January 1, 2022, the Company began using a cost-to-cost methodology for some projects that commenced during the current fiscal year. Under both the cost-to-cost and labor hours input methods the Company expects revenue to be recognized over a period of three to six months.

Lessor Revenue

To account for leases as a lessor, the Company adopted ASC 842 on January 1, 2022 and applied it prospectively to its first lease agreement which commenced on January 3, 2022. The company may enter into leases as an alternative means of realizing value from systems that it would otherwise sell. Lease payments due to the Company are typically fixed and paid in equal installments over the lease term. The Company’s payment terms for leases are typically unconditional. Therefore, in an instance when the client requests to terminate the lease prior to the end of the lease term, the client would typically be required to pay the remaining lease payments in full. When lease arrangements include multiple performance obligations, the Company allocates the consideration in the contract between the lease components and the non-lease components on a relative standalone selling price basis. The lease was accounted for as a sales-type lease. For a sales-type lease, the carrying amount of the asset is derecognized from inventory and a net investment in the lease is recorded. The net investment in the lease is measured at commencement date as the sum of the lease receivable and the estimated residual value of the equipment less unearned income and allowance for credit losses. Any selling profit or loss arising from a sales-type lease is recorded at lease commencement. Selling profit or loss is presented on a gross basis when the company enters into a lease to realize value from a product that it would otherwise sell in its ordinary course of business, whereas in transactions where the company enters into a lease for the purpose of generating revenue by providing financing, the selling profit or loss is presented on a net basis. Over the term of the lease, the Company recognizes finance income on the net investment in the lease and any variable lease payments, which are not included in the net investment in the lease.

As of June 30, 2022, the Company is party to one sales-type lessor agreement which is for a five year term with fixed quarterly payments. The net investment in the lease is $0.8 million which is included within other non-current assets in the consolidated balance sheets. The unguaranteedresidual value of the leased asset is $0.3 million. Sales-type lease revenue for the three months and six months ended June 30, 2022, was less than $0.1 million and $0.8 million, respectively, with no profit or loss recognized at commencement. The Company is not party to any direct financing or operating lessor agreements.

Deferred Fulfillment Costs and Contract Liability Balances

As of June 30, 2022 and December 31, 2021, the Company incurred $16.5 million and $7.7 million of net deferred fulfillment costs, respectively.

Changes in the contract liability balance during the six months ended June 30, 2022, were due to the Company receiving additional advanced cash payments from customer contracts and the Company recognizing revenue as performance obligations were met. The following table summarizes changes in contract liabilities during the six months ended June 30, 2022:


	Contract Liabilities
	(in thousands)
Contract liabilities at December 31, 2021	$	19,216
Additions to contract liabilities during the period		33,889
Change in provision for contract loss		(743	)
Revenue recognized in the period from:
Amounts included in contract liabilities at the beginning of the period		(4,930	)
Amounts added to contract liabilities during the period		(21,725	)
Contract liabilities at June 30, 2022	$	25,707

There were no significant contract asset balances for all periods presented.

10. STOCK-BASED COMPENSATION

In 2013, the Company adopted the Berkshire Grey, Inc. 2013 Stock Option and Stock Purchase Plan (the “2013 Plan”) under which the Company may grant incentive stock options, nonqualified stock options, restricted stock, unrestricted stock, restricted stock units, performance awards, or other awards that are convertible into or based on company stock. The maximum number of shares that may be issued under the Plan was 58,863,225 (as converted for the effect of the Merger).

On July 20, 2021, at a special general meeting of the shareholders of RAAC, the 2021 Stock Option and Incentive Plan for Berkshire Grey, Inc. (the “2021 Plan”) was approved reserving an initial limit of 19,887,747 of the Company’s Class A common stock for issuance under the 2021 Plan. All equity awards of Legacy Berkshire Grey that were issued under the 2013 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. Each stock option granted under the 2013 Plan was converted into an option to purchase the Company’s Class A common stock based on an exchange ratio of 5.87585. Following effective date of the 2021 Plan, no additional awards shall be issued under the 2013 Plan.

Stock-based compensation expense recognized for all stock-based awards is reported in the Company’s consolidated statements of operations as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2022			2021		2022			2021
	(in thousands)					(in thousands)
Cost of sales	$	358		$	35	$	692		$	70
General and administrative		1,598			430		3,395			856
Sales and marketing		(3,159	)		4,549		(8,587	)		27,961
Research and development		1,563			295		3,022			601
Total	$	360		$	5,309	$	(1,478	)	$	29,488

See Restricted Stock Sold Through Issuance of Promissory Note below for more information regarding the fair value of liability classified awards which reduced sales and marketing stock-based compensation expense for the three and six months ended June 30, 2022, by approximately $3.7 million and $9.9 million, respectively.

Stock Options

The Company issued grants of 977,098 and 0 stock options during the six months ended June 30, 2022 and 2021, respectively.

10. STOCK-BASED COMPENSATION(cont.)

The following table summarizes stock option activity under the 2013 Plan and 2021 Plan for the six months ended June 30, 2022:


	Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)
Outstanding at December 31, 2021		29,435,319		$	1.40		7.8
Granted		977,098			2.97		—
Exercised		(2,253,518	)		0.67		—
Cancelled		(18,876	)		0.96		—
Forfeited		(2,129,744	)		4.03		—
Outstanding at June 30, 2022		26,010,279		$	1.31		7.0
Exercisable at June 30, 2022		15,645,046		$	0.89		6.1
Vested or expected to vest at June 30, 2022		26,010,279		$	1.31		7.0

As of June 30, 2022, 3,045,154 of the Options outstanding are subject to performance-based vesting criteria described below.

The total intrinsic value of options exercised in the six months ended June 30, 2022, was approximately $5.4 million.

The Company recognized approximately $2.0 million and $4.3 million in stock-based compensation expense related to stock options during the three and six months ended June 30, 2022, respectively. The Company recognized approximately $1.2 million and $2.4 million in stock-based compensation expense related to stock options during the three and six months ended June 30, 2021, respectively. As of June 30, 2022, there was approximately $14.8 million of total unrecognized compensation cost related to non-vested stock options. The total unrecognized compensation cost will be adjusted for future forfeitures as they occur. As of June 30, 2022, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 2.9 years.

Restricted Stock Sold Through Issuance of Promissory Note

In conjunction with a Partial RecoursePromissory Note issued in October 2019 (See Note 8, "Related Party Transactions"), the Company also entered into a Restricted Stock Award Agreement with an executive officer (the “RSA Agreement”). Pursuant to the RSA Agreement, the Company granted 7,003,261 shares of common stock (the “Restricted Stock”) at a purchase price of $1.42 per share. The Restricted Stock was purchased by the executive officer with the proceeds from the Promissory Note. As the underlying Restricted Shares are not allocated to the recourse and non-recourse portions of the Promissory Note, the entire note was treated as non-recourse and the shares are treated as options for accounting purposes.

On February 23, 2021, the Company entered into a Stock Repurchase Agreement with the aforementioned executive officer. In the Stock Repurchase Agreement, the Company's Board of Directors authorized the repurchase of 1,023,825 vested shares of common stock from the executive officer which will repay, in full, all the outstanding principal and accrued interest under the Promissory Note. At the Closing Date, all outstanding principal and accrued interest under the Promissory Note was repaid and the note was retired.

The RSA Agreement contains a Repurchase Option, which causes the shares to be classified as a liability. The Repurchase Option expires six months after the shares’ respective vesting date, at which point the shares will be reclassified as equity at the fair value on such date and no further compensation cost is recognized. A portion of the awards are subject to performance-based vesting conditions based primarily on financial performance of the Company and a portion are only subject to time and service-based vesting conditions over a four-year period. The Company will remeasure the fair value of the award using the exchange traded price of Class A common stock at each reporting period until settlement. The Company recognizes compensation cost over the requisite service period with an ~~exercise~~offsetting credit to a share-based liability.

The underlying shares of Restricted Stock are not considered outstanding until the vesting conditions have been achieved. As of June 30, 2022, 3,501,705 shares of Restricted Stock have vested, and 0ne were forfeited.

As a result of the decline in the Company's stock price, during the three and six months ended June 30, 2022, the change in fair value of ~~$11.50 per whole share,~~the Repurchase Option resulted in a benefit of $3.7 million and $9.9 million, respectively, and is recorded as a reduction to total stock-based compensation expense. The Company recognized approximately $4.2 million and $27.2 million in stock-based compensation expense related to the Restricted Stock during the three and six months ended June 30, 2021, respectively. The expense is presented in the Company’s consolidated statements of operations as sales and marketing expense. As of June 30, 2022, there was approximately $3.1 million of total unrecognized compensation cost related to the Restricted Stock.

Restricted Stock Units ("RSUs")

Under the 2021 Plan, RSUs may be granted to employees, non-employees, and consultants. The RSUs vest ratably over a period ranging from one to four years and are subject to ~~adjustment (see Note 7).~~the participant’s continuing service to the Company over that period. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding.

The following table summarizes the restricted stock unit activity under the equity incentive plan:


	RSUs			Weighted-Average Grant Date Fair Value Per Share
Balance as of December 31, 2021		4,924,243		$	6.30
Granted		3,092,919			3.03
Vested		(350,934	)		7.61
Forfeited		(786,557	)		6.28
Outstanding at June 30, 2022		6,879,671		$	4.77
Vested or expected to vest at June 30, 2022		6,879,671		$	4.77

~~REVOLUTION ACCELERATION ACQUISITION CORP~~

~~NOTES TO CONDENSED~~The Company recognized approximately $2.1 million and $4.1 million in stock-based compensation expense related to RSUs during the three months and six months ended June 30, 2022, respectively. The Company did 0t recognize any stock-based compensation expense related to RSUs during the three and six months ended June 2021. As of June 30, 2022, there was approximately $28.2 million of total unrecognized compensation cost related to non-vested RSUs. As of June 30, 2022, the Company expects to recognize its remaining stock-based compensation expense over a weighted-average period of 3.3 years.

11. FAIR VALUE OF FINANCIAL ~~STATEMENTS~~INSTRUMENTS

~~SEPTEMBER 30, 2020~~ Recurring Fair Value Measurements

~~(Unaudited)~~

~~NOTE 4. PRIVATE PLACEMENT~~

~~Simultaneously with~~The following table summarizes information about the ~~closing~~Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the ~~Initial Public Offering,~~fair value hierarchy used to determine such fair values:


	June 30, 2022
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money Market funds in Cash and Cash Equivalents	$	94,177	$	—	$	—	$	94,177
Total Assets	$	94,177	$	—	$	—	$	94,177
Liabilities
Public Warrants	$	2,300	$	—	$	—	$	2,300
Private Placement Warrants	$	—	$	1,239	$	—	$	1,239
Total Liabilities	$	2,300	$	1,239	$	—	$	3,539

	December 31, 2021
	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets
Money Market funds in Cash and Cash Equivalents	$	162,164	$	—	$	—	$	162,164
Total Assets	$	162,164	$	—	$	—	$	162,164
Liabilities
Public Warrants	$	8,625	$	—	$	—	$	8,625
Private Placement Warrants	$	—	$	4,651	$	—	$	4,651
Total Liabilities	$	8,625	$	4,651	$	—	$	13,276

Money market funds were valued by the ~~Sponsor purchased an aggregate~~Company using quoted prices in active markets for similar securities, which represent a Level 1 measurement within the fair value hierarchy.

As of ~~5,166,667~~June 30, 2022, the Company has Private Placement Warrants and Public Warrants ("Warrants") defined and discussed in Note 16, "Common Stock and Warrants". The Warrants are measured at fair value on a ~~price~~recurring basis. The Company performs routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. Because the transfer of ~~$1.50 per warrant ($7,750,000~~Private Placement Warrants to anyone outside of the initial purchasers would result in ~~the aggregate), each exercisable to purchase one share of Class A common stock at a price of $11.50 per share, in a private placement. The proceeds from the sale of~~ the Private Placement Warrants ~~were added to~~having substantially the ~~net proceeds from~~same terms as the ~~Initial~~ Public ~~Offering held in the Trust Account. If~~Warrants, the Company ~~does not complete~~determined that the fair value of each Private Placement Warrant is consistent with that of a ~~Business Combination within the Combination Period, the proceeds from the sale of~~Public Warrant, with an insignificant adjustment for short-term marketability restrictions. Accordingly, the Private Placement Warrants ~~will be used to fund~~are classified as Level 2 financial instruments. The Public and Private Warrants were valued as of June 30, 2022 using the ~~redemption~~listed trading price of $0.24 per Public Warrant.

During the ~~Public Shares (subject~~six months ended June 30, 2022, there were 0 transfers between Level 1, Level 2, and Level 3.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS(cont.)

The change in fair value of warrant liabilities is as follows:


	Warrant Liabilities
	(in thousands)
Balance at December 31, 2021	$	13,277
Exercised warrants		—
Change in fair value	$	(9,738	)
Balance at June 30, 2022		3,539

12. INCOME TAXES

During the six months ended June 30, 2022 and 2021, the Company recorded 0 income tax benefits due to the ~~requirements of applicable law)~~losses incurred and the ~~Private Placement Warrants will expire worthless.~~uncertainty of future taxable income.

~~NOTE 5. RELATED PARTY TRANSACTIONS~~

~~Founder Shares~~

~~On September 15, 2020,~~Realization of deferred tax assets is dependent upon the ~~Sponsor paid $25,000 to cover certain offering costs~~generation of future taxable income. As required by ASC 740 Income Taxes, the Company ~~in consideration for 8,625,000 shares~~evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets as of ~~Class B common stock (the “Founder Shares”). On November 20, 2020, the Sponsor exchanged 4,791,667 Founder Shares, which were cancelled by~~June 30, 2022 and December 31, 2021. As the Company ~~for 5,750,000 alignment shares. On November 20, 2020,~~has incurred tax losses from inception, the Sponsor transferred 16,000 Founder Shares and 24,000 alignment shares to each of Mr. Museles, Ms. Caldwell and Mr. Fish, the Company’s independent directors, and 50,000 Founder Shares and 50,000 alignment shares to Andrew Wallace, who will serve as an advisor to the Sponsor and provideCompany determined that it ~~with services in connection with the sourcing and completion of a Business Combination. Up to 500,000 Founder Shares and 750,000 alignment shares are subject to forfeiture by the Sponsor to the extent~~was more likely than not that the ~~underwriter’s over-allotment is~~Company would not ~~exercised in~~realize the benefits of federal and state net deferred tax assets. Accordingly, a full ~~or in part so that~~valuation allowance was established against the ~~Founder Shares~~net deferred tax assets as of June 30, 2022 and ~~alignment shares will represent 10% and 15%, respectively, of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (assuming the Sponsor~~December 31, 2021.

The Company does not ~~purchase any Public Shares in~~believe material uncertain tax positions have arisen to date.

The Company’s effective income tax rate for the ~~Initial Public Offering)~~three and six months ended June 30, 2022 and 2021 was 0.0%. ~~The alignment shares are reflected as~~

13. NET LOSS PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS

Through the Merger, the Company added Class C stock to its capital structure. Class A and Class C common stock have ~~the same~~identical rights, including liquidation and conditions are Class B common stock and are more fully described in Note 7. As a result of the underwriter’s election to fully exercise the over-allotment option on December 10, 2020, no Founder Shares are currently subject to forfeiture.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the alignment shares until the earlier of: (A) their conversion into shares of Class A common stock; and (B) subsequent to the initial Business Combination, the date on which the Company completes a merger, stock exchange, reorganization or other similar transaction that results in both a change of control and all of the Company's public stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

~~Administrative Services Agreement~~

The Company entered into an agreement, commencing on December 7, 2020, pursuant to which it will agree to pay the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

~~Promissory Note — Related Party~~

On September 11, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of (i) June 30, 2021 or (ii) the consummation of the Initial Public Offering. As of September 30, 2020, there was $57,250 outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $83,686 was repaid on December 15, 2020.

~~Related Party Loans~~

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds on a non-interest basis as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

~~REVOLUTION ACCELERATION ACQUISITION CORP~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

~~NOTE 6. COMMITMENTS~~

~~Registration Rights~~

~~Pursuant to a registration~~dividend rights, agreement entered into on December 7, 2020, the holders of the Founder Shares, alignment shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares and alignment shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares and alignment shares, only after conversion to shares of our Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Underwriting Agreement~~

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $10,062,500 in the aggregate. Of such amount, at the Company’s sole and absolute discretion, up to $0.175 per Unit, or up to $5,031,250, may be paid to third parties not participating in the Initial Public Offering that assist the Company in consummating its initial Business Combination. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

~~NOTE 7. STOCKHOLDER’S EQUITY~~

~~Preferred Stock~~ ~~— The Company is authorized to issue up to 1,000,000 shares of $0.0001 par value preferred stock. At September 30, 2020, there were no shares of preferred stock issued or outstanding.~~

~~Class A Common Stock~~ — On November 19, 2020, the Company amended its Certificate of Incorporation such that it is now authorized to issue up to 75,000,000 shares of Class A, $0.0001 par value common stock. Holders of the Company’s common stock are entitled to one vote for each share. At September 30, 2020, there were no shares of Class A common stock issued or outstanding.

~~Class B Common Stock~~ — On November 19, 2020, the Company amended its Certificate of Incorporation such that it is now authorized to issue up to 10,000,000 shares of Class B, $0.0001 par value common stock. Holders of the Company’s Class B common stock are entitled to one vote for each share. At September 30, 2020, there were 8,625,000 shares of Class B common stock issued and outstanding, of which an aggregate of up to 1,125,000 shares were subject to forfeiture.

~~Class C Common Stock~~ ~~— On November 19, 2020, the Company amended its Certificate of Incorporation such that it is now authorized to issue up to 15,000,000 shares of Class C, $0.0001 par value common stock. Holders of~~except the Company’s Class C common stock ~~are entitled~~is convertible into Class A common stock, and is automatically converted into Class A common stock on a one-for-one basis if the Company meets certain stock price performance thresholds following the completion of the Merger. The net loss attributable to ~~one vote~~common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for ~~each share. At September 30, 2020, there were no shares of~~Class A and Class C common stock ~~issued~~under the two-class method.

The Company uses the two-class method to calculate net loss per share. NaN dividends were declared or ~~outstanding.~~

paid for the three and six months ended June 30, 2022 or 2021. The ~~Class C~~diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock ~~will automatically convert into~~equivalents during the period. The Company’s stock options, restricted stock units, and restricted stock awards subject to vesting are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive.

Net loss attributable to common stockholders is equivalent to net loss for all periods presented.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Three Months Ended June 30,											Six Months Ended June 30,
	2022						2021					2022						2021
	Class A			Class C			Class A			Class C		Class A			Class C			Class A			Class C
Numerator:
Net loss attributable to common stockholders (in thousands)	$	(28,286	)	$	(715	)	$	(31,754	)	$	-	$	(51,290	)	$	(1,300	)	$	(76,443	)	$	-
Denominator:
Weighted-average shares used in computing net loss per attributable to common stockholders, basic and diluted		227,344,040			5,750,000			22,731,043			—		226,795,566			5,750,000			22,220,455			—
Net loss per share
Net loss per share attributable to common shareholders, basic and diluted	$	(0.12	)	$	(0.12	)	$	(1.40	)	$	—	$	(0.23	)	$	(0.23	)	$	(3.44	)	$	—

For the six months ended June 30, 2022, options, warrants, restricted stock units, and restricted stock awards representing approximately 26.0 million, 14.8 million, 6.9 million, and 3.5 million shares of ~~Class A~~ common stock, atrespectively, were excluded from the ~~earlier~~computation of ~~(i) a time after~~diluted earnings per share as their effect would have been antidilutive. For the ~~completion of a Business Combination in which the sale price of~~six months ended June 30, 2021, options

and restricted stock awards representing approximately 33.0 million and 5.5 million shares of ~~the Class A~~ common stock, ~~equals or exceeds $15.25 if occurring before~~respectively, were excluded from the ~~third anniversary~~computation of diluted earnings per share as their effect would have been antidilutive. Accordingly, basic and diluted net loss per share are the same for both periods.

14. SEGMENT INFORMATION

In its operation of the business, our chief operating decision maker, who is also our Chief Executive Officer, reviews the business as 1 segment. The Company currently ships its products to markets in the United States and Japan. Product sales attributed to a ~~Business Combination, $23.00 if occurring before~~country are based on the ~~sixth anniversary~~location of the customer to whom the products are being sold. Long-lived assets are primarily held in the United States.

Product sales by country are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(in thousands)				(in thousands)
United States	$	23,448	$	2,929	$	28,260	$	5,334
Japan		0		1,574		680		3,134
Total revenue	$	23,448	$	4,503	$	28,940	$	8,468

15. COMMITMENTS AND CONTINGENCIES

Commercial real estate leases

The Company’s portfolio of commercial real estate leases consists of office space for its corporate headquarters in Bedford, Massachusetts and office and research space in Sharpsburg, Pennsylvania, both of which are accounted for as operating leases. Our corporate headquarters consists of an approximately 70,000 square foot facility. The lease expires in 2031 and we have the option to extend for two additional five-year periods. Our lease in Sharpsburg, Pennsylvania is for an approximately 20,500 square foot facility. The remaining contractual periods for our corporate headquarters and the Sharpsburg facility are 8.7 years and 3.3 years, respectively, and include escalating payments.

Operating lease right-of-use assets (ROU) and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a ~~Business Combination or $35.00 if occurring before~~straight-line basis over the ~~ninth anniversary~~lease term.

The current and long term balances of ~~a Business Combination,~~lease liabilities at June 30, 2022 were $1.0 million and ~~(ii) subsequent~~$9.1 million, respectively, and were classified within other liabilities, and operating lease liabilities, respectively. Operating lease expense was $0.4 million and $0.7 million for the three and six months ended June 30, 2022. Rent expense recognized under legacy GAAP for the Company’s operating leases was $0.3 million and $0.5 million for the three and six months ended June 30, 2021.

As of June 30, 2022, future minimum rental commitments for operating leases with non-cancellable terms in excess of one year were as follows:


	Operating Leases
	(in thousands)
Remainder of 2022	$	698
2023		1,462
2024		1,504
2025		1,473
2026		1,287
Thereafter		5,793
Total future operating lease payments		12,217
Less: imputed interest		(2,102	)
Total operating lease liabilities		10,115

The Company's operating cash outflows from operating leases for the six months ended June 30, 2022 and June 30, 2021 were $0.6 million and $0.5 million, respectively.

As of June 30, 2022, the weighted-average remaining lease term for operating leases is approximately 8.2 years.

As of June 30, 2022, the weighted-average discount rate used to determine the operating lease liability is 4.5%

16. COmmon stock and warrants

Prior to the ~~completion~~Merger, RAAC had three classes of the Business Combination, the date on which the Company completes a merger, stock exchange, reorganization or other similar transaction that results in both a change of control and all of its public stockholders having the right to exchange their shares of Class Aauthorized common stock for cash, securities or other property, in each case, on a one-for-one basis, subject to adjustment. The Class C common stock shares will be returned to the Company for cancellation in the event that they have not converted into shares of Class A common stock nine years after a Business Combination.

~~Holders of~~stock: Class A common stock, Class B common stock, and Class C common ~~stock will vote together as a single class on all other matters submitted to a vote~~stock. At the time of ~~stockholders, except as required by law.~~

~~REVOLUTION ACCELERATION ACQUISITION CORP~~

~~NOTES TO CONDENSED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2020~~

~~(Unaudited)~~

~~The~~the Merger, the shares of Class B common stock ~~will~~ automatically ~~convert into~~converted to shares of Class A common stock ~~at the time of a Business Combination, or earlier at the option of the holder,~~ on a one-for-one ~~basis, subject to adjustment.~~basis. The shares of Class C common stock will automatically convert into shares of Class A common stock if the Company meets certain stock price performance thresholds following the completion of ~~a Business Combination,~~the Merger, on a one-for-one ~~basis, subject~~basis.

Merger Transaction

At the time of the Merger (as discussed in Note 3, "Merger"), each share of Legacy Berkshire Grey common and preferred stock was converted into the right to ~~adjustment. In~~receive 5.87585 shares of the ~~case that additional shares of~~Company’s Class A common stock.

Class A Common Stock Warrants

As the accounting acquirer, the Company is deemed to have assumed 5,166,667 warrants for Class A common stock ~~or equity-linked securities, are issued or deemed issued~~that were sold in ~~excess~~a private placement to RAAC Management, LLC at an exercise price of ~~the amounts issued in this offering~~$11.50 (“Private Placement Warrants”) and ~~related to the closing of a Business Combination, the ratio at which the shares of Class B common stock and Class C common stock will convert into shares of~~9,583,333 redeemable warrants for Class A common stock ~~will be adjusted (unless the holders~~held by shareholders of ~~a majority~~RAAC at an exercise price of the issued and outstanding shares of Class B common stock and Class C common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock and Class C common stock will equal, in the aggregate, on an as-converted basis, 25% of the sum of all common stock issued and outstanding upon the completion of the Initial $11.50 (“Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination.

~~Warrants~~ ~~— Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.~~Warrants”). The Public Warrants ~~will become~~became exercisable ~~on the later of (a)~~ 30 days after the consummation of ~~a Business Combination or (b) 12 months from~~ the ~~closing of the Initial Public Offering. The Public Warrants~~Merger and will expire five years from the consummation of ~~a Business Combination~~the Merger or earlier upon redemption or liquidation.

~~The Company will not be obligated to deliver any Class A common stock pursuant~~Subsequent to the ~~exercise of a Public Warrant~~Merger, the Private Placement Warrants and ~~will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the~~ Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A common stock issuable upon exercise ofmeet liability classification requirements since the warrants and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the above, if the shares of Class A common stock are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to ~~file or maintain~~be settled in ~~effect~~cash under a ~~registration statement, but will use its commercially reasonable efforts to register or qualify~~tender offer. Therefore, these warrants are classified as liabilities on the ~~shares under applicable blue sky laws to~~condensed consolidated balance sheet. As of June 30, 2022, no warrants have been exercised..

As of June 30, 2022, the ~~extent an exemption is not available.~~following Warrants were outstanding:



Warrant Type	Exercise Price	Shares
Public Warrants	$11.50	9,583,333
Private Placement Warrants	$11.50	5,166,667
Total Warrants Outstanding		14,750,000

~~Redemption of Warrants When~~

Public Warrant Terms

Once the ~~Price~~price per share of Class A common stock ~~Equals~~equals or ~~Exceeds $18.00~~ ~~— Once the warrants become exercisable,~~exceeds $18.00 the Company may redeem the outstanding Public Warrants:

•

in whole and not in part;

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per Public Warrant;~~

●

~~upon not less than 30 days’ prior written notice of redemption to each warrant holder; and~~

●

~~if, and only if, the last reported sale price of the Class A common stock for any 20-trading~~

•

at a price of $0.01 per Public Warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which ~~the Company send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted).~~

~~If and when the warrants become redeemable by~~ the Company sends the ~~Company may exercise its~~notice of redemption ~~right even if it is unable~~ to ~~register~~the warrant holders (“Reference Value”) equals or ~~qualify~~exceeds $18.00 per share (as adjusted).

Once the ~~underlying securities for sale under all applicable state securities laws.~~

~~Redemption of Warrants When the Price~~price per share of Class A common stock ~~Equals~~equals or ~~Exceeds $10.00~~ ~~— Once the warrants become exercisable,~~exceeds $10.00 the Company may redeem the outstanding ~~warrants:~~Public Warrants:

~~The exercise price and number of~~ Class A common ~~stock issuable upon exercise of~~stock;

Private Placement Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares and alignment shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 and $10.00 per share redemption trigger prices described above will be adjusted (to the nearest cent) to be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.

~~References in this report (the “Quarterly Report”) to “we,” “us” or~~You should read the “Company” refer to Revolution Acceleration Acquisition Corp References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to RAAC Management LLC. The following discussion and analysis of ~~the Company’s~~our financial condition and results of operations ~~should be read in conjunction~~together with ~~the~~our unaudited condensed consolidated financial statements and ~~the~~ notes thereto ~~contained~~included elsewhere in this Quarterly ~~Report. Certain information contained in~~Report, and the ~~discussion~~consolidated financial statements and ~~analysis set forth below includes forward-looking statements that involve risks and uncertainties.~~

~~This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,~~accompanying notes, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’swell as Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2021.

Unless otherwise indicated or the context otherwise requires, references in this report to “Berkshire Grey,” “we,” “us,” “our,” ”the Company” and other similar terms refer to Berkshire Grey, Inc. and its consolidated subsidiaries.

In addition to historical financial information, this Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical fact contained herein, including statements regarding ~~the Company’s~~our future results of operations and financial position, our business strategy, ~~and the~~ plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans, market growth, trends, events and our objectives of management for future operations and results, are forward-looking statements. ~~Words~~These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” ~~“anticipate,” “intend,”~~ “estimate,” ~~“seek” and variations and~~“predict,” “potential” or “continue” or the negative of these terms or other similar ~~words and expressions are intended to identify such forward-looking statements. Such~~expressions. The forward-looking statements ~~relate to~~are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performanceand financial trends that we believe may affect our business, financial condition and results ~~discussed in~~of operations. These forward-looking statements speak only as of the ~~forward-looking statements. For information identifying~~date of this Quarterly Report on Form 10-Q and are subject to a number of important factors that could cause actual results to differ materially from those ~~anticipated~~ in the forward-looking statements, ~~please~~including the risks, uncertainties and assumptions described under “Risk Factors.” These forward-looking statements are subject to numerous risks, including, without limitation, the following:

Investors should also refer to ~~the Risk Factors section of the Company’s final prospectus~~our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for ~~its Initial Public Offering filed~~future periods and Current Reports on Form 8-K as we file them with the ~~U.S. Securities~~SEC, and ~~Exchange Commission (the “SEC”).~~to other materials we may furnish to the public from time to time through Current Reports on Form 8-K or otherwise, for a discussion of risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The ~~Company’s securities filings can~~events and circumstances reflected in our forward-looking statements may not be ~~accessed~~achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on ~~the EDGAR section of the SEC’s website at www.sec.gov.~~Form 10-Q will prove to be accurate. Except as ~~expressly~~ required by applicable ~~securities~~ law, ~~the Company disclaims any intention or obligation~~we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

~~Overview~~You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

We are 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 and grocery stores, and handling packages shipped to fill those orders. Our solutions transform supply chain operations and enable our customers to meet and exceed the demands of today’s connected consumers and businesses.

Our IER capabilities are grounded in patented and proprietary technologies for robotic picking (each picking or unit handling), robotic movement and mobility (movement and storage of orders and goods), and system orchestration (which enables various intelligent subsystems to work together so that the right work is being done at the right time to meet our customer’s needs). We are a ~~blank check~~technology leader in robotics and AI automation with an intellectual property position buttressed by trade secrets supporting our technologies, and patents issued (148 U.S. and international) and pending (314 worldwide) in technologies including robotic picking, mobility, gripping, sensing and perception, general robot control, and differentiated supporting mechanisms. Our proprietary technologies enable us to offer holistic solutions that automate supply chain operations. Our solutions include moving goods to robots that then pick and pack ecommerce or retail orders, robotically moving and organizing inventory and orders within a warehouse or logistics facility, and robotically sorting packages and shipments.

We are not a component technology company ~~formed under the laws of the State of Delaware on September 10, 2020, for the purpose of effecting~~nor are we a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Business Combination using cashconventional systems integrator. Instead, we create products from the ~~proceeds~~technologies we pioneer and develop, and then incorporate the products (product modules) into solutions — solutions that incorporate said modules and are designed by us to meet customer performance metrics like throughput and accuracy rates. We believe that this technology plus performant, whole-enterprise solution view, enables customers to focus on the core of their business and creates attractive returns for them. Following the ~~Initial Public Offering~~whole-enterprise solution view, we not only make, install, test, and commission the ~~sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.~~

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.

We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating incomesolutions, but we also offer customers continued support in the form of ~~interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),~~software updates as well as professional services including maintenance, system operation, and cloud-based monitoring and analytics. Because of our modular approach to solutions and the role of our software, we offer customers the ability to incrementally add to or change solutions, and we can incorporate outside technologies with our product modules if desired. The same modular attributes mean we can offer small and large solutions and can design for ~~due diligence expenses.~~brownfield and greenfield installations. We offer customers a range of purchase options including a robotics-as-a-service (“RaaS”) program that minimizes the up-front capital required when compared to conventional equipment purchase models.

To date, most of our deployments have been with large, Fortune 50 companies, where our technology and solutions in production have achieved targeted metrics including throughput, accuracy, equipment effectiveness, and others. Our customers include industry-leading companies such as Wal-Mart Stores, Inc. (“Wal-Mart”), Target Corporation (“Target”), FedEx Corporation (“FedEx”), and TJX Companies, Inc. ("TJX").

For the ~~period from September 10, 2020 (inception) through September~~three months ended June 30, ~~2020, we had a net loss of $1,000, which consisted of formation~~2022, FedEx, Wal-Mart, and ~~operating costs.~~

As of September 30, 2020, we had no cash. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor and loans from our Sponsor.

Subsequent to the quarterly period covered by this Quarterly Report, on December 10, 2020, we consummated the Initial Public Offering of 28,750,000 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,750,000 Units, at $10.00 per unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 5,166,667 Private Placement Warrants to the Sponsor at a price of $1.50 per warrant, generating gross proceeds of $7,750,000.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $287,500,000 was placed in the Trust Account. We incurred $16,242,914 in transaction costs, including $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $430,414 of other costs.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

~~In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain~~8% of our ~~directors~~revenue, respectively. For the three months ended June 30, 2021 Meijer Distribution, Inc. ("Meijer"), SoftBank Robotics Corp., and officers may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.50 per warrant at the option of the lender.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligenceWal-Mart comprised approximately 36%, 36%, and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number15% of our ~~public shares upon consummation~~revenue, respectively.

For the six months ended June 30, 2022 FedEx, Wal-Mart, and TJX comprised approximately 48%, 9%, and 9% of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously withrevenue, respectively. For the ~~completion~~six months ended June 30, 2021 SoftBank Robotics Corp., FedEx, and Meijer comprised approximately 38%, 30%, and 19% of our ~~Business Combination. If~~revenue respectively.

While we ~~are unable~~have more than a dozen product module offerings incorporating AI and other advanced technologies, we continue to ~~complete~~develop new technologies and product modules. The strength of our ~~Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following~~team enables this continuous development — of our ~~Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.~~

~~We did not have any off-balance sheet arrangements~~approximately 370 employees as of ~~September~~June 30, ~~2020.~~2022, approximately 85% have technical degrees, approximately 55% have advanced degrees and over 30 employees have PhD’s.

~~We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay~~On February 23, 2021, the ~~Sponsor~~Company entered into a monthly fee of $10,000 for office space, administrative and support services. We began incurring these fees on December 7, 2020 and will continue to incur these fees monthly until the earlier of the completionMerger Agreement with RAAC, as summarized in Note 1, "Nature of the Business ~~Combination~~and Basis of Presentation", and Note 3, "Merger" of the Notes to Condensed Consolidated Financial Statements. On July 21, 2021, the Company completed a business combination transaction with RAAC and the combined company was renamed Berkshire Grey, Inc.

The full impact of the COVID-19 pandemic on our business, financial condition and results of operations remains unpredictable due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties. For example, we cannot predict the duration and spread of the outbreak of new variants of the virus, additional actions that may be taken by governmental entities, or the impact the pandemic may have on the ability of us, our customers, our suppliers, our manufacturers, and our ~~liquidation.~~other business partners to conduct business. Governments in affected regions have implemented, and may continue to implement, safety precautions which include quarantines, travel restrictions, business closures, cancellations of public gatherings, and other measures as they deem necessary. Many organizations and individuals, including our Company and employees, are taking additional steps to avoid or reduce infections, including limiting travel and working from home. These measures are disrupting normal business operations and have had significant negative impacts on businesses and financial markets worldwide. We continue to monitor our operations and government recommendations and have made modifications to our normal operations because of the COVID-19 pandemic, including utilizing heightened cleaning and sanitization procedures, implementing new health and safety protocols and reducing non-essential travel

~~The underwriter is entitled~~To date, travel restrictions and capacity limits at customer locations imposed in response to ~~a deferred fee of $0.35 per Unit, or $10,062,500~~the COVID-19 pandemic have caused delays in the ~~aggregate. Of such amount, at~~deployment of two customer contracts; however, the pandemic has not significantly impacted our ~~sole~~financial condition and ~~absolute discretion, up to $0.175 per Unit,~~ operations. The impact of the COVID-19 pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak and related governmental advisories and restrictions. These developments and the impact of the COVID-19 pandemic on the financial markets and the overall economy are highly uncertain and cannot be predicted. If the financial markets and/or ~~up to $5,031,250,~~the overall economy are impacted for an extended period, our results may be paid to third parties not participating in the Initial Public Offering that assist us in consummating a Business Combination. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.materially adversely affected.

The preparation of ~~condensed~~ financial statements ~~and related disclosures~~ in conformity with generally accepted accounting principles ~~generally accepted~~ in the United States ~~of America~~ requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, ~~disclosure~~revenues and expenses. These estimates and judgments include, but are not limited to, revenue recognition including performance obligations, variable consideration and other obligations such as warranty cost and incentives and accounting for stock-based compensation including performance-based assessments. We base these estimates and judgments on historical experience, market participant fair value considerations, projected future cash flows and various other factors that we believe are reasonable under the circumstances. Actual results may differ from our estimates. We have reviewed our policies and estimates to determine if our critical accounting policies and estimates for the six months ended June 30, 2022 have changed. We have made no material changes to the critical accounting policies described in our Annual Report on Form 10-K for the year ended other than our accounting policies related to leases as a result of ~~contingent~~the adoption of Accounting Standards Update No. 2016-02, Leases (Topic 842), which was adopted on January 1, 2022 as further described in Note 2 "Significant Accounting Policies" and no changes to our significant estimates other than the measure of progress for certain performance obligations which is described in Note 7 "Revenue".

Revenue was approximately $23.4 million for the three months ended June 30, 2022, compared to approximately $4.5 million for the three months ended June 30, 2021. The change is primarily due to an increase in customer deployment activity.

Revenue was approximately $28.9 million for the six months ended June 30, 2022, compared to approximately $8.5 million for the six months ended June 30, 2021. The change is primarily due to an increase in customer deployment activity.

Gross loss was $3.0 million for the three months ended June 30, 2022, compared to a loss of $0.7 million for the three months ended June 30, 2021. The gross loss for the three months ended June 30, 2022, was due primarily to increased overhead resulting from the growth in deployment operations.

Gross loss was $4.2 million for the six months ended June 30, 2022, compared to a loss of $1.5 million for the six months ended June 30, 2021. The gross loss for the six months ended June 30, 2022, was due primarily to increased overhead resulting from the growth in deployment operations and incremental costs associated with first-time deployments of certain technology at some customer sites.

Combined general and administrative, selling and marketing, and research and development expenses for the three months ended June 30, 2022, decreased to $28.5 million, compared to $31.0 million for the three months ended June 30, 2021. The net decrease in total operating expenses of $2.5 million included a $5.3 million decrease in stock-based compensation (further described below) and a $1.3 million decrease in materials and services, which was partially offset by a $2.8 million increase in information technology and corporate services and a $1.2 million increase in employee costs related to personnel growth.

Combined general and administrative, selling and marketing, and research and development expenses for the six months ended June 30, 2022, decreased to $58.0 million, compared to $74.9 million for the six months ended June 30, 2021. The net decrease in total operating expenses of $16.9 million included a $31.6 million decrease in stock-based compensation further described below, which was partially offset by a $6.1 million increase in salaries and related employee costs related to personnel growth, and a $6.6 million increase in information technology and corporate services.

The decrease in stock-based compensation between the three and six months ended June 30, 2022, and the three and six months ended June 30, 2021, is primarily due to the revaluation of restricted stock awards that are treated as a liability as discussed in Note 8, "Related Party Transactions", and Note 10, "Stock-Based Compensation" of Berkshire Grey’s Consolidated Financial Statements. Stock based compensation for restricted stock awards decreased by $7.9 million and $37.1 million for the three and six months ended June 30, 2022, respectively. The Company reported an offset to expense of $3.7 million and $9.9 million for the three and six months ended June 30, 2022, respectively, and an expense of $4.2 million and $27.2 million for the three and six months ended June 30, 2021, respectively.

Net losses were $29.0 million for the three months ended June 30, 2022, compared to $31.8 million for the three months ended June 30, 2021. The decrease in net losses was primarily due to a decrease in stock-based compensation expense and a gain from the change in fair value of the warrant liabilities.

Net losses were $52.6 million for the six months ended June 30, 2022, compared to $76.4 million for the six months ended June 30, 2021. The decrease in net losses was primarily due to a decrease in stock-based compensation expense and a gain from the change in fair value of the warrant liabilities.

The following is a description of significant components of our operations, including significant trends and uncertainties that we believe are important to an understanding of our business and results of operations.

Berkshire Grey generates revenue through the sale, delivery, installation of customer contracts primarily in the United States. The following table presents revenue as well as the change from the prior period.

Total revenue for the three months ended June 30, 2022 and 2021 was $23.4 million and $4.5 million, respectively, an increase of $18.9 million or 421%. The increase is related to additional customer deployment activities. Our revenue can fluctuate significantly from quarter to quarter depending on the number of projects in process.

Total revenue for the six months ended June 30, 2022 and 2021 was $28.9 million and $8.5 million, respectively, an increase of $20.4 million or 242%. The increase is primarily due to additional customer deployment activities. Since 2019, our revenue has been dependent upon a small number of customers and we expect that we will continue to derive a majority of our revenue from a limited number of significant customers in future years. We can provide no assurance that our significant customers will expand their business relationship with us, will continue to do business with us, or that they will maintain their historical levels of business.

The following table presents cost of revenue as well as the change from the prior period.

Total cost of revenue for the three months ended June 30, 2022 and 2021, was $26.4 million and $5.2 million, respectively, an increase of $21.2 million or 404%. The increase in total cost of revenue was primarily due to increased revenue volume and increased overhead resulting from the growth in deployment operations.

Total cost of revenue for the six months ended June 30, 2022 and 2021, was $33.1 million and $9.9 million, respectively, an increase of $23.2 million or 233%. The increase in total cost of revenue was primarily due to increased overhead resulting from the growth in deployment operations.

The following table presents gross profit and margin as well as the change from the prior period.

Total gross losses during the three months ended June 30, 2022 and 2021, were $3.0 million and $0.7 million, respectively. Total gross margin was approximately (13)% for three months ended June 30, 2022, compared with (16)% for three months ended June 30, 2021, a improvement of 3%. The decrease in gross profit of $2.3 million was primarily driven by increased overhead resulting from the growth in deployment operations and incremental costs associated with first-time deployments of certain technology at some customer sites. The improvement in gross margin was primarily driven by lower product costs.

Total gross losses during the six months ended June 30, 2022 and 2021, were $4.2 million and $1.5 million, respectively. Total gross margin was approximately (14)% for six months ended June 30, 2022, compared with (17)% for six months ended June 30, 2021, an improvement of 3%. The decrease in gross profit was primarily driven by increased overhead resulting from the growth in deployment operations and incremental costs associated with first-time deployments of certain technology at some customer sites. The improvement in gross margin was primarily driven by lower product costs.

The following table presents general and administrative expenses as well as the change from the prior period.

General and administrative expenses during the three months ended June 30, 2022 and 2021, were $7.0 million and $4.7 million, respectively, an increase of $2.3 million or 49%. The increase in general and administrative expenses included a $1.3 million increase in information technology and corporate services, $1.2 million increase in stock-based compensation, and a $0.3 million increase in salaries and related employee costs, partially offset by a $0.5 million decrease in overhead.

General and administrative expenses during the six months ended June 30, 2022 and 2021, were $14.7 million and $8.9 million, respectively, an increase of $5.8 million or 66%. The increase in general and administrative expenses included a $4.2 million increase

in information technology and corporate services, $2.5 million increase in stock-based compensation, $0.9 million increase in salaries and related employee costs, partially offset by a $1.8 million decrease in overhead.

The following table presents sales and marketing expenses as well as the change from the prior period.

Sales and marketing expenses during the three months ended June 30, 2022 and 2021, were $2.6 million and $10.5 million, respectively, a decrease of approximately $7.9 million or 76%. The decrease in sales and marketing expenses was primarily driven by a $7.7 million decrease in stock-based compensation and a $0.2 million decrease in marketing services and materials. Sales and Marketing Expenses for the 3 months ended June 30, 2022 and 2021 without the impact of the liability classified Restricted Stock Award would have been $6,252 and $6,394, respectively.

Sales and marketing expenses during the six months ended June 30, 2022 and 2021, were $4.1 million and $38.0 million, respectively, a decrease of approximately $33.9 million or 89%. The decrease in sales and marketing expenses was primarily driven by a $36.4 million decrease in stock-based compensation which was partially offset by a $1.6 million increase in employee expenses and related costs and a $0.9 million increase in marketing services and materials to expand our customer reach, branding programs, and implementing systems to support planned future growth. Sales and Marketing Expenses for the 6 months ended June 30, 2022 and 2021 without the impact of the liability classified Restricted Stock Award would have been $17,676 and $10,862, respectively.

The following table presents research and development expenses as well as the change from the prior period.

Research and development expenses during the three months ended June 30, 2022 and 2021, were $18.9 million and $15.7 million, respectively, an increase of $3.2 million or 20%. The increase in research and development expenses included a $3.3 million increase in facilities and other related costs, a $1.3 million increase in stock-based compensation, $1.0 million increase in salaries and related employee costs related to personnel growth and expanded development programs, which was partially offset by a reduction of $2.4 million in expenses related to research and development materials and services.

Research and development expenses during the six months ended June 30, 2022 and 2021, were $39.3 million and $28.1 million, respectively, an increase of $11.2 million or 40%. The increase in research and development expenses included a $8.2 million increase in facilities and other related costs, a $2.4 million increase in stock-based compensation, $3.8 million increase in salaries and related employee costs related to personnel growth and expanded development programs, which was partially offset by a reduction of $3.2 million in expenses related to research and development materials and services.

The following table presents interest income as well as the change from the prior period.

Interest income, net during the three months ended June 30, 2022 and 2021, was less than $0.1 million for both periods. Interest income, net during the six months ended June 30, 2022 and 2021, was less than $0.1 million for both periods. The change in interest income for the three months ended June 30, 2022 is primarily attributed to an increase in cash balances on money market funds.

During the three and six months ended June 30, 2022 and 2021, Berkshire Grey recorded no income tax benefits due to the uncertainty of future taxable income as Berkshire Grey has incurred net losses since inception.

We have provided a valuation allowance for all our net deferred tax assets as a result of our historical net losses in the jurisdictions in which we operate. We continue to assess our future taxable income by jurisdiction based on our recent historical operating results, the expected timing of reversal of temporary differences, various tax planning strategies that we may be able to enact in future periods, the impact of potential operating changes on our business and our forecast results from operations in future periods based on available information at the end of each reporting period. To the extent that we are able to reach the conclusion that deferred tax assets are realizable based on any combination of the above factors in a single, or multiple, taxing jurisdictions, a reversal of the related portion of our existing valuation allowances may occur.

In addition to our results determined in accordance with GAAP, we believe that EBITDA and Adjusted EBITDA, each non-GAAP financial measures, are useful in evaluating our operational performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial information, when taken collectively, may be helpful to investors in assessing our operating performance.

We define “EBITDA” as net loss plus interest income, income tax expense, depreciation and amortization expense.

We define “Adjusted EBITDA” as EBITDA adjusted for stock-based compensation, the change in fair value of warrant liabilities, and other expenses.

We believe that the use of EBITDA and Adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends because it eliminates the effect of financing, capital expenditures, and non-cash expenses (such as stock-based compensation and changes of the warrant liabilities) and provides investors with a means to compare our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA and Adjusted EBITDA we may incur future expenses similar to those excluded when calculating these measures. In addition, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of these measures may not be comparable to other similarly titled measures computed by other companies because not all companies calculate these measures in the same fashion.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA on a supplemental basis. You should review the reconciliation of net loss to EBITDA and Adjusted EBITDA below and not rely on any single financial measure to evaluate our business.

The following table reconciles net loss to EBITDA and Adjusted EBITDA during the years presented.

Our order backlog as of June 30, 2022 and 2021, was valued at approximately $88.3 million and $97.4 million, respectively. Our order backlog is expected to be realized over the remainder of 2022 and into 2023. Although our backlog consists of firm purchase orders, the level of backlog at any particular time may not be necessarily indicative of future sales. Given the nature of our relationships with our

customers, and the fact that to-date we have not entered into long-term purchase commitments with our customers, we may allow our customers to cancel or reschedule deliveries, and therefore, backlog may not be a meaningful indicator of future financial results.

We have incurred a net loss in each of our annual periods since our inception. We incurred net losses of $29.0 million and $52.6 million during the three and six months ended June 30, 2022, respectively. As of June 30, 2022, we have an accumulated deficit of $357.6 million. As an early-stage company, we have historically obtained cash to fund our operations through preferred stock offerings. From inception through June 30, 2022, we have received cumulative gross proceeds from the sale of our preferred stock and warrants of $227.3 million to fund our operations.

We completed the Merger with RAAC on July 21, 2021, and received proceeds, net of transaction costs, of $192.1 million. Our future capital requirements will depend on many factors including the growth of the business, continued research and development in our customer solutions, investment in sales and marketing efforts, and support for our operations. As of the date of this Quarterly Report on Form 10-Q, we believe that our existing capital resources will be sufficient to support our operating plan and cash commitments for at least the next 12 months.

Net cash used in operating activities during the six months ended June 30, 2022 and 2021, was $63.3 million and $39.3 million, respectively. The increase of $24.0 million in cash used for operating activities is the result of approximately $23.9 million decrease in net losses offset by $40.4 million in adjustments from non-cash operating activities and $7.5 million in changes from net operating assets and liabilities.

Changes in non-cash operating activity of $40.4 million primarily consisted of a $31.0 million decrease in stock-based compensation and a $9.7 million increase in gain on change in fair value of warrants. $9.9 million of the decrease in stock-based compensation is due to the revaluation of restricted stock awards that are treated as a liability as previously described.

Changes in net operating assets and liabilities attotaling $7.5 million is primarily related to a $11.7 million decrease in cash from changes in accounts receivable and a $6.7 million decrease in cash from changes in accrued expenses partially offset by a $8.0 million increase in cash from changes in prepaid expenses, and a $5.1 million increase in cash from changes in contract liabilities.

Net cash used in investing activities for the ~~date~~six months ended June 30, 2022 and 2021, was $1.3 million and $2.1 million, respectively, and primarily relates to the purchases of fixed assets.

Net cash provided by financing activities during the six months ended June 30, 2022 and 2021, was $1.8 million and less than $0.5 million, respectively. The increase in cash provided by financing activities of approximately $1.3 million was due to $1.8 million received from stock option exercises.

Our lease portfolio includes leased offices and facilities. Refer to Note 15, "Commitments and Contingencies" of our unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q for a summary of our future minimum lease obligations. As of June 30, 2022, we did not have any long-term debt.

See Note 2, "Significant Accounting Policies", in the Consolidated Financial Statements regarding recent accounting pronouncements.

We are exposed to foreign currency risks that arise from normal business operations. These risks include the translation of local currency balances of foreign subsidiaries, transaction gains and losses associated with intercompany accounts receivable and payable with foreign subsidiaries, and transactions denominated in currencies other than a location’s functional currency. As such, we have exposure to adverse changes in exchange rates associated with operating expenses ~~during~~of our foreign operations. Any fluctuations in other currencies will have minimal direct impact on our international revenue.

We regularly monitor the ~~periods reported. Actual~~forecast of non-U.S. dollar expenses and the level of non-U.S. dollar monetary asset and liability balances to determine if any actions, including possibly entering into foreign currency contracts, should be taken to minimize the impact of fluctuating exchange rates on our results ~~could materially differ from those estimates.~~of operations. We have not ~~identified~~entered into any ~~critical accounting policies.~~foreign currency contracts as of June 30, 2022.

~~Management does~~At June 30, 2022, we had unrestricted cash and cash equivalents of $108.4 million. The unrestricted cash and cash equivalents are held for working capital purposes. We do not enter into investments for trading or speculative purposes. As of June 30, 2022, all our cash equivalents were held in money market funds. Due to the short-term nature of these investments, we believe ~~that~~we do not have any ~~recently issued, but not yet effective, accounting standards, if currently adopted, would have~~material exposure to changes in the fair value of our investment portfolio as a ~~material effect on our condensed financial statements.~~result of changes in interest rates.

~~As of September 30, 2020, we were~~Smaller reporting companies are not ~~subject~~required to ~~any market or interest rate risk. Following~~provide the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.information required by this item.

~~Disclosure~~Our disclosure controls and procedures are designed to ensure that information required to be disclosed ~~by us~~ in ~~our~~the reports that we file or submit under the Securities Exchange Act ~~reports~~of 1934 as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~ rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our ~~principal executive officer~~Chief Executive Officer and ~~principal financial officer or persons performing similar functions,~~Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Under the supervision and~~ Our management, with the participation of our ~~management, including our principal executive officer~~Chief Executive Officer and ~~principal financial and accounting officer, we conducted an evaluation of~~Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule

13a–15(e) and 15d-15(e)) as of ~~the end of the fiscal quarter ended September~~June 30, ~~2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.~~2022. Based on ~~this~~that evaluation, ~~our principal executive officer~~the Chief Executive Officer and ~~principal financial and accounting officer have~~Chief Financial Officer concluded that ~~during~~ the ~~period covered by this report, our~~Company’s disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.as of June 30, 2022.

There was no change in ~~our~~the Company’s internal control over financial reporting ~~that occurred~~identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the Company’s most recent fiscal quarter ~~of 2020 covered by this Quarterly Report on Form 10-Q~~ that ~~has~~ materially affected, or is reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

We are party to certain lawsuits in the ordinary course of business. We do not believe that these proceedings, individually or in aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

~~Except as set forth below, as of the date of this Quarterly Report, there~~There have been no material changes ~~with respect~~ to ~~those~~the risk factors ~~previously disclosed~~described in our ~~Registration Statement~~Annual Report on Form 10-K for the year ended December 31, 2021, filed with the ~~SEC. Any of these factors could result in a significant or material adverse effect~~Securities and Exchange Commission on ~~our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.~~March 29, 2022.

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended and Restated Certificate of Incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public stockholders.

On December 10, 2020, we consummated the Initial Public Offering of 28,750,000 Units, inclusive of 3,750,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $287,500,000. Credit Suisse Securities (USA) LLC acted as the sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-250850). The Securities and Exchange Commission declared the registration statements effective on December 7, 2020.

Simultaneous with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the private placement of an aggregate of 5,166,667 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,750,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

~~Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the Private Placement Warrants, $287,500,000 was placed in the Trust Account.~~

We paid a total of $5,750,000 in underwriting discounts and commission and $430,414 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $10,062,500 in underwriting discounts and commissions.

~~For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~

~~The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~Delaware~~		~~85-2994421~~
Delaware	85-2994421
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
140 South Road Bedford, MA	01730
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
~~Units, each consisting of one share of~~ Class A ~~common stock and one-third of one redeemable warrant~~	~~RAACU~~	~~The Nasdaq~~Common Stock, ~~Market LLC~~
~~Class A common stock,~~ par value $0.0001 per share	~~RAAC~~ BGRY	The ~~Nasdaq~~NASDAQ Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	~~RAACW~~ BGRYW	The ~~Nasdaq~~NASDAQ Stock Market LLC

	~~Page~~
~~Part I. Financial Information~~	1	Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	~~Condensed~~Consolidated Balance ~~Sheet as of September 30, 2020~~Sheets	1
	~~Condensed Statement~~Consolidated Statements of Operations ~~for the period from September 10, 2020 (inception) through September 30, 2020~~and Comprehensive Loss	2
	~~Condensed Statement~~Consolidated Statements of ~~Changes in Stockholder’s~~Mezzanine Equity ~~for the period from September 10, 2020 (inception) through September 30, 2020~~and Stockholders’ Equity (Deficit)	3
	~~Condensed Statement~~Consolidated Statements of Cash Flows ~~for the period from September 10, 2020 (inception) through September 30, 2020~~	4 5
	Notes to Unaudited ~~Condensed~~Consolidated Financial Statements	5 6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13 22
Item 3.	Quantitative and Qualitative Disclosures ~~Regarding~~About Market Risk	15 30
Item 4.	Controls and Procedures	15 30
~~Part~~ PART II. ~~Other Information~~	16 OTHER INFORMATION	32
Item 1.	Legal Proceedings	16 32
Item 1A.	Risk Factors	16 32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16 32
Item 3.	Defaults Upon Senior Securities	17 32
Item 4.	Mine Safety Disclosures	17 32
Item 5.	Other Information	17 32
Item 6. ~~Exhibits~~	18 Exhibits	33
~~Part III.~~ Signatures		19 34


	June 30,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	108,363		$	171,089
Accounts receivable		10,937			13,291
Inventories, net		5,211			2,641
Deferred fulfillment costs (see Note 8 for related party transactions)		16,528			7,689
Prepaid expenses		3,161			5,138
Other current assets		2,840			5,078
Total current assets		147,040			204,926
Property and equipment, net		9,857			10,874
Operating lease right-of-use assets		7,933			0
Restricted cash		754			862
Other non-current assets		830			22
Total assets	$	166,414		$	216,684
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,833		$	6,766
Accrued expenses		11,791			15,659
Contract liabilities		25,707			19,216
Other current liabilities		973			146
Total current liabilities		46,304			41,787
Share-based compensation liability		2,655			15,435
Warrant liabilities		3,539			13,277
Operating lease liabilities, noncurrent		9,130			0
Other non-current liabilities		0			1,954
Total liabilities	$	61,628		$	72,453
Stockholders’ equity:
Common stock – Class A shares, $0.0001 par value; 385,000,000 shares authorized as of June 30, 2022 and December 31, 2021, 228,047,915 and 225,428,187 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; Class C shares, par value $0.0001, 5,750,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021		24			24
Additional paid-in capital		462,436			449,307
Accumulated deficit		(357,634	)		(305,084	)
Accumulated other comprehensive (loss)		(40	)		(16	)
Total stockholders’ equity		104,786			144,231
Total liabilities and stockholders’ equity	$	166,414		$	216,684

ASSETS
Deferred offering costs	$	104,250
TOTAL ASSETS	$	104,250

LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accrued expenses	$	1,000
Accrued offering costs		22,000
Promissory note – related party		57,250
Total Liabilities		80,250

Commitments

Stockholder’s Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A common stock, $0.0001 par value; 75,000,000 shares authorized; no issued and outstanding		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,625,000 shares issued and outstanding ⁽¹⁾		863
Class C common stock, $0.0001 par value; 15,000,000 shares authorized; none issued and outstanding		—
Additional paid-in capital		24,137
Accumulated deficit		(1,000	)
Total Stockholder’s Equity		24,000
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	104,250


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Formation and operating costs	$	1,000
Net loss	$	(1,000	)

Weighted average shares outstanding, basic and diluted ⁽¹⁾		7,500,000
Basic and diluted net loss per common share	$	(0.00	)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2022			2021			2022			2021
Revenue (see Note 8 for related party transactions)	$	23,448		$	4,503		$	28,940		$	8,468
Cost of revenue (see Note 8 for related party transactions)		26,411			5,240			33,107			9,938
Gross loss		(2,963	)		(737	)		(4,167	)		(1,470	)
Operating expenses:
General and administrative expense		7,004			4,710			14,666			8,853
Sales and marketing expense		2,565			10,540			4,054			38,023
Research and development expense		18,927			15,741			39,270			28,051
Total operating expenses		28,496			30,991			57,990			74,927
Loss from operations		(31,459	)		(31,728	)		(62,157	)		(76,397	)
Other income (expense):
Interest income, net		6		3				13			14
Change in fair value of warrant liabilities		2,555			0			9,738			0
Other (expense), net		(50	)		(22	)		(98	)		(42	)
Net loss before income taxes		(28,948	)		(31,747	)		(52,504	)		(76,425	)
Income tax		36			7			46			12
Net loss	$	(28,984	)	$	(31,754	)	$	(52,550	)	$	(76,437	)
Other comprehensive loss:
Net foreign currency translation adjustments		(17	)		0			(40	)		(6	)
Total comprehensive loss	$	(29,001	)	$	(31,754	)	$	(52,590	)	$	(76,443	)
Net loss per common share (Class A and C) – basic and diluted	$	(0.12	)	$	(1.40	)	$	(0.23	)	$	(3.44	)
Weighted average shares outstanding – basic and diluted		233,094,040			22,731,043			232,545,566			22,220,455

	Class B Common Stock				Additional Paid-in		Accumulated			Total Stockholder’s
	Shares		Amount		Capital		Deficit			Equity
Balance – September 10, 2020 (inception)		—	$	—	$	—	$	—		$	—

Issuance of Class B common stock to Sponsor ⁽¹⁾		8,625,000		863		24,137		—			25,000

Net loss		—		—		—		(1,000	)		(1,000	)

Balance — September 30, 2020		8,625,000	$	863	$	24,137	$	(1,000	)	$	24,000


	Mezzanine equity				Common stock								Additional paid-in		Accumulated			Accumulated other comprehensive			Total stockholders’
	Shares		Amount		Class A Shares		Amount		Class C Shares		Amount		capital		deficit			income (loss)			equity/deficit
Balance – December 31, 2021		—	$	—		225,428,187	$	24		5,750,000	$	0	$	449,307	$	(305,084	)	$	(16	)	$	144,231
Proceeds from exercise of stock options		—		—		1,296,415		—		—		—		823		—			—			823
Reclassification of restricted stock to equity		—		—		—		—		—		—		706		—			—			706
Stock-based compensation														4,408								4,408
Other comprehensive loss		—		—		—		—		—		—		—		—			(7	)		(7	)
Net loss		—		—		—		—		—		—		—		(23,566	)		—			(23,566	)
Balance – March 31, 2022		—		—		226,724,602		24		5,750,000		0		455,244		(328,650	)		(23	)		126,595
Proceeds from exercise of stock options and vesting of RSUs		—		—		1,323,313		—		—		—		1,005		—			—			1,005
Reclassification of restricted stock to equity		—		—		—		—		—		—		2,138		—			—			2,138
Stock-based compensation		—		—		—		—		—		—		4,049		—			—			4,049
Other comprehensive loss														—					(17	)		(17	)
Net loss		—		—		—		—		—		—		—		(28,984	)		—			(28,984	)
Balance – June 30, 2022		—		—		228,047,915		24		5,750,000		0		462,436		(357,634	)		(40	)		104,786

Balance – December 31, 2020		28,207,674	$	223,442		3,623,109	$	3		0	$	0	$	17,578	$	(151,704	)	$	1		$	(134,122	)
Retroactive application of recapitalization due to Merger (See note 3)
Mezzanine Equity		137,536,388		—		—		—		—		—		—		—			—			—
Common Stock		—		—		17,665,736		—		—		—		—		—			—			—
Balance - December 31, 2020, after effect of Merger		165,744,062		223,442		21,288,845		3		—		—		17,578		(151,704	)		1			(134,122	)
Proceeds from exercise of stock options		—		—		1,347,220		—		—		—		278		—			—			278
Stock-based compensation		—		—		—		—		—		—		1,165		—			—			1,165
Other comprehensive income (loss)		—		—		—		—		—		—		—		—			(6	)		(6	)
Net loss		—		—		—		—		—		—		—		(44,683	)		—			(44,683	)


Balance – March 31, 2021	165,744,062	$	223,442	22,636,065	$	3	0	$	0	$	19,021	$	(196,387	)	$	(5	)	$	(177,368	)
Proceeds from exercise of stock options	—		—	253,149		—	—		—		217		—			—			217
Reclassification of restricted stock to equity											8,836								8,836
Stock-based compensation	—		—	—		—	—		—		1,163		—			—			1,163
Other comprehensive income (loss)	—		—	—		—	—		—		—		—			—			—
Net loss	—		—	—		—	—		—		—		(31,754	)		—			(31,754	)
Balance – June 30, 2021	165,744,062	$	223,442	22,889,214	$	3	0	$	0	$	29,237	$	(228,141	)	$	(5	)	$	(198,906	)

Cash Flows from Operating Activities:
Net loss	$	(1,000	)
Changes in operating assets and liabilities:
Accrued expenses		1,000
Net cash used in operating activities		—

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		57,250
Payment of offering costs		(57,250	)
Net cash provided by financing activities		—

Net Change in Cash		—
Cash — Beginning		—
Cash — Ending	$	—

Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	22,000
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock	$	25,000



	Convertible preferred stock
	Authorized shares		Shares issued and outstanding		Liquidation preference

Series A		12,999,666		12,999,666	$	500
Series A-1		14,124,639		14,124,639		2,500
Series A-2		24,197,491		24,197,491		11,098
Series A-3		4,612,871		4,612,871		1,058
Series A-4		4,173,740		4,173,740		1,531
Series B		31,644,237		31,644,237		24,100
Series B-1		16,477,658		16,477,658		24,110
Series B-2		68,937,247		57,513,760		174,550
Series B-3		11,185,544		—		—
Total convertible preferred stock		188,353,093		165,744,062	$	239,447


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
(Dollars in thousands)	2022		2021		Change				2022		2021		Change
Revenue	$	23,448	$	4,503	$	18,945	421	%	$	28,940	$	8,468	$	20,472	242	%

~~No.~~		~~Description of Exhibit~~
~~1.1~~ Exhibit Number		~~Underwriting Agreement, dated December 7, 2020, between the Company and Credit Suisse Securities (USA) LLC, as the underwriter.~~ ⁽¹⁾ Description
~~3.1~~		~~Second Amended and Restated Certificate of Incorporation of the Company.~~ ⁽¹⁾
~~4.1~~		~~Warrant Agreement, dated December 7, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.~~ ⁽¹⁾
~~10.1~~ 31.1*		~~Letter Agreement, dated December 7 2020, between the Company and each of the Sponsor, the Company’s officers and directors and certain other security holders.~~ ⁽¹⁾
~~10.2~~		~~Investment Management Trust Agreement, dated December 7, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee.~~ ⁽¹⁾
~~10.3~~		~~Registration Rights Agreement, dated December 7, 2020, between the Company and each of the Sponsor and certain other security holders.~~ ⁽¹⁾
~~10.4~~		~~Administrative Services Agreement, dated December 7, 2020, between the Company and the Sponsor.~~ ⁽¹⁾
~~10.5~~		~~Sponsor Warrants Purchase Agreement, dated December 7, 2020, between the Company and the Sponsor.~~ ⁽¹⁾
~~10.6~~		~~Indemnity Agreement, dated December 7, 2020, between the Company and John K. Delaney.~~ ⁽¹⁾
~~10.7~~		~~Indemnity Agreement, dated December 7, 2020, between the Company and Stephen M. Case.~~ ⁽¹⁾
~~10.8~~		~~Indemnity Agreement, dated December 7, 2020, between the Company and Steven A. Museles.~~ ⁽¹⁾
~~10.9~~		~~Indemnity Agreement, dated December 7, 2020, between the Company and Phyllis R. Caldwell.~~ ⁽¹⁾
~~10.10~~		~~Indemnity Agreement, dated December 7, 2020, between the Company and Jason M. Fish.~~ ⁽¹⁾
31.1*		Certification of Principal Executive Officer ~~and Principal Financial Officer~~ Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act ~~Rules 13a-14(a),~~of 1934, as ~~adopted~~Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002~~2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer ~~and~~Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~adopted~~Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002~~2002.
101.INS* 101.SCH*		~~XBRL Instance Document~~
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension ~~Labels~~Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy ~~Extension~~ Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)

*	~~Filed herewith.~~
**	~~Furnished.~~ Filed herewith.
~~(1)~~ **	~~Previously filed as an exhibit to our Current Report on Form 8-K filed on December 10, 2020 and incorporated by reference herein.~~ Furnished herewith.

	~~Revolution Acceleration Acquisition Corp~~
		Berkshire Grey, Inc.
~~Date: January 21, 2021~~	~~By:~~	~~/s/ John K. Delaney~~
Date: August 11, 2022	~~Name:~~	~~John K. Delaney~~ By:	/s/ Thomas Wagner
	~~Title:~~		Thomas Wagner
			Chief Executive Officer
		~~(Principal Executive~~
Date: August 11, 2022		By:	/s/ Mark Fidler
			Mark Fidler
			Chief Financial Officer ~~Principal Accounting Officer and Financial Officer)~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company