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Wednesday, November 24, 2021 9:26:37 AM
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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 receive 5.87585 shares of the 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 that were sold in a private placement to RAAC Management, LLC at an exercise price of $11.50 (“Private Placement Warrants”) and 9,583,333 redeemable warrants for Class A common stock held by shareholders of RAAC at an exercise price of $11.50 (“Public Warrants”). The Public Warrants became exercisable 30 days after the consummation of the Merger and will expire five years from the consummation of the Merger or earlier upon redemption or liquidation.
Subsequent to the Merger, the Private Placement Warrants and Public Warrants for shares of Class A common stock meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. Therefore, these warrants are classified as liabilities on the condensed consolidated balance sheet. As of September 30, 2021, no warrants have been exercised.
As of September 30, 2021, the 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
Redeemable convertible preferred stock – $0.0001 par value; nil shares authorized, issued, and outstanding as of September 30, 2021; and 188,353,093 shares authorized, 165,744,062 shares issued and outstanding as of December 31, 2020; aggregate liquidation preference of $239,447 as of December 31, 2020 (Note 9)
—
223,442
Stockholders’ equity (deficit):
Common stock – Class A shares, $0.0001 par value; 385,000,000 and 261,657,617 shares authorized, 222,597,413 and 28,292,106 shares issued, and 222,597,413 and 21,288,845 outstanding as of September 30, 2021 and December 31, 2020, respectively; Class C shares, par value $0.0001, 5,750,000 and nil shares issued and outstanding as of September 30, 2021 and December 30, 2020, respectively
As of November 11, 2021, the registrant had 223,934,574 shares of Class A 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."
https://www.otcmarkets.com/filing/html?id=15346836&guid=a7ywk6ImV7wyvOh”
my posts are always theory and not financial advice
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