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 |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) |
(Zip Code) |
Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered | ||
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
☒ |
Smaller reporting company |
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Emerging growth company |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
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Total Current Assets |
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Cash and marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Promissory note - related party |
— | |||||||
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Total Current Liabilities |
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Warrant liability |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments |
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Class A common stock subject to possible redemption |
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Stockholders’ Equity (Deficit) |
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Preferred stock, $ |
— | |||||||
Class A common stock, $ |
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Class B common stock, $ |
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Class C common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
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Total Stockholders’ Equity (Deficit) |
( |
) |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ |
$ |
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Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
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Formation and operating costs |
$ | $ | ||||||
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Loss from operations |
( |
) |
( |
) | ||||
Other expense: |
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Change in fair value of derivative liabilities |
( |
) | ( |
) | ||||
Interest income - bank |
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Interest earned on marketable securities held in Trust Account |
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Unrealized loss on marketable securities held in Trust Account |
( |
) | — | |||||
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Other expense, net |
( |
) | ( |
) | ||||
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Loss before income taxes |
( |
) | ( |
) | ||||
Provision for income taxes |
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Net loss |
$ |
( |
) |
$ |
( |
) | ||
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Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption |
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Basic and diluted net income per share, Class A common stock subject to redemption |
$ |
$ |
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Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
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Basic and diluted net loss per share, Non-redeemable common stock |
$ |
( |
) |
$ |
( |
) | ||
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|
Class A Common Stock |
Class B Common Stock |
Class C Common Stock |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
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Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Deficit |
Equity (Deficit) |
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Balance – December 31, 2020 |
$ |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Change in fair value of common stock subject to possible redemption |
( |
) | ( |
) | — | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
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Balance – March 31, 2021 |
— | $ | — | $ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||
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Balance – June 30, 2021 |
— | $ | — | $ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||||||
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Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net income to net cash used in operating activities: |
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Interest earned on marketable securities held in Trust Account |
( |
) | ||
Change in fair value of derivative liabilities |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
( |
) | ||
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Cash Flows from Financing Activities: |
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Proceeds from promissory note—related party |
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Net cash provided by financing activities |
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Net Change in Cash and Cash Equivalents |
( |
) | ||
Cash and Cash Equivalents – Beginning of period |
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Cash and Cash Equivalents – End of period |
$ |
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Non-Cash investing and financing activities: |
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Change in value of Class A common stock subject to possible redemption |
$ | |||
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|
Three Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
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Class A common stock subject to possible redemption |
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Numerator: Earnings allocable to Common stock subject to possible redemption |
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Interest earned on marketable securities held in Trust Account |
$ | $ | ( |
) | ||||
Unrealized loss on marketable securities held in Trust Account |
( |
) | ||||||
Less: Company’s portion available to pay taxes |
( |
) | ( |
) | ||||
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Net Income allocable to shares subject to redemption |
$ |
$ |
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Denominator: Weighted Average Class A common stock subject to possible redemption |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net income per share |
$ |
$ |
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|
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Non-Redeemable Common Stock |
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Numerator: Net Loss minus Net Earnings |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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|
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Non-Redeemable Net Loss |
$ |
( |
) |
$ |
( |
) | ||
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|
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Denominator: Weighted Average Non-redeemable Common stock |
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Basic and diluted weighted average shares outstanding |
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Basic and diluted net loss per share |
$ |
( |
) |
$ |
( |
) | ||
|
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• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
• | in whole and not in part; |
• | at a price of $ |
• | 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 $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the Reference Value equals or exceeds $ |
• | if the Reference Value is less than $ |
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
June 30, 2021 |
December 31, 2020 |
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Assets: |
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Marketable securities held in Trust Account |
1 | $ | $ | |||||||||
Liabilities: |
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Warrant Liability – Public Warrants |
1 | $ | $ | |||||||||
Warrant Liability – Private Placement Warrants |
2 | $ | $ |
Input |
June 30, 2021 |
December 31, 2020 |
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Risk-free interest rate |
% | % | ||||||
Trading days per year |
||||||||
Expected volatility |
% | % | ||||||
Expected Term (in years) |
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Exercise price |
$ | |
$ | |||||
Stock Price |
$ | $ |
Private Placement |
Public |
Warrant Liabilities |
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Fair value as of December 31, 2020 |
$ | $ | $ | |||||||||
Change in valuation inputs or other assumptions |
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Fair value as of June 30, 2021 |
$ | $ | $ | |||||||||
• | the expected benefits from the Business Combination; |
• | Berkshire Grey’s plans to develop and commercialize its product candidates; |
• | Berkshire Grey’s ability to continue to develop new innovations to meet constantly evolving customer demands; |
• | Berkshire Grey’s expectations regarding the impact of the ongoing COVID-19 pandemic on its business, industry, and the economy; |
• | Berkshire Grey’s estimates regarding future expenses, revenue, earnings, margin, capital requirements, and needs for additional financing after the Business Combination; |
• | Berkshire Grey’s expectations regarding the growth of its business, including the potential size of the total addressable market; |
• | Berkshire Grey’s ability to maintain and establish collaborations or obtain additional funding; |
• | Berkshire Grey’s ability, subsequent to the consummation of the PIPE Investment and the Business Combination, to obtain funding for its future operations and working capital requirements and expectations regarding the sufficiency of its capital resources; |
• | the implementation of Berkshire Grey’s business model and strategic plans for its business following the Business Combination; |
• | Berkshire Grey’s intellectual property position and the duration of its patent rights; |
• | developments or disputes concerning Berkshire Grey’s intellectual property or other proprietary rights; |
• | Berkshire Grey’s ability to compete in the markets it serves; |
• | Berkshire Grey’s expectations regarding its entry into new markets; |
• | competition in Berkshire Grey’s industry, advantages of Berkshire Grey’s solutions and technology over competing products and technology existing in the market and competitive factors including with respect to technological capabilities, cost, and scalability; |
• | The impact of government laws and regulations and liabilities thereunder; |
• | Berkshire Grey’s need to hire additional personnel and our ability to attract and retain such personnel; |
• | Berkshire Grey’s ability to raise financing in the future; |
• | the anticipated use of New Berkshire Grey’s cash and cash equivalents; and |
• | the other risks and uncertainties discussed in “Item 1A. Risk Factors” in our Annual Report and our other filings with the SEC, including in our prospectus/proxy statement relating to the Business Combination. |
Exhibit Number |
Description | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
32.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |
32.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002** | |
101.SCH | Inline XBRL Taxonomy Extension Schema* | |
101.CAL | Inline XBRL Taxonomy Calculation Linkbase* | |
101.LAB | Inline XBRL Taxonomy Label Linkbase* | |
101.PRE | Inline XBRL Definition Linkbase Document* | |
101.DEF | Inline XBRL Definition Linkbase Document* | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)* |
* | Filed herewith. |
** | Furnished herewith. |
Berkshire Grey, Inc. | ||||||
Dated: August 16, 2021 | /s/ Thomas Wagner | |||||
Name: | Thomas Wagner | |||||
Title: | Chief Executive Officer | |||||
Dated: August 16, 2021 | /s/ Mark Fidler | |||||
Name: | Mark Fidler | |||||
Title: | Chief Financial Officer |