United States securities and exchange commission logo
May 27, 2021
John K. Delaney
Chief Executive Officer
Revolution Acceleration Acquisition Corp
1717 Rhode Island Avenue, NW 10th floor
Washington, D.C. 20036
Re: Revolution
Acceleration Acquisition Corp
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-254539
Dear Mr. Delaney:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
16, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed May 14, 2021
Notes to Unaudited Pro Forma Condensed Combined Financial Information,
page 67
1. We note your response
to prior comment 9. In regard to footnote 3(A), please clarify the
nature of "other
transaction costs" and how they were calculated. In regard to footnote
3(I), please tell us
how you calculated the reduction in stock-based compensation expense
due to the repurchase
of 172,622 shares of vested common stock, which settled the partial
recourse promissory
note issued to an executive officer.
2. We note your response
to prior comment 10. Please explain your accounting basis for
concluding that the
balance and related accrued interest of the partial recourse secured
promissory note issued
to Mr. Johnson should not be presented on the consolidated
balance sheets and
should rather be treated as an off-balance sheet arrangement. Please
John K. Delaney
Revolution Acceleration Acquisition Corp
May 27, 2021
Page 2
advise and tell us how you intend to account for the settlement of the
promissory note
through the repurchase of shares of common stock, including whether
satisfaction of the
note is considered part of the officer's compensation.
The Business Combination, page 163
3. We note your response to prior comment 18 and are unable to agree. Your
registration
statement is registering an exchange of shares to Berkshire Grey
shareholders. Therefore,
the representation that the merger will be a tax-free reorganization
pursuant to Section
368(a) of the Tax Code is directed at Berkshire Grey shareholders and
must be supported
by a tax opinion pursuant to Item 601(b)(8) of the Regulation S-K. See
also Staff Legal
Bulletin No. 19 (October 14, 2011) for further guidance.
Index to Financial Statements, page F-1
4. Please update your historical and pro forma financial statements to
comply with Rule 8-
08 and Rule 11-02, respectively, of Regulation S-X. Note that this
comment also applies
to corresponding disclosures throughout your Form S-4.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
FirstName LastNameJohn K. Delaney
Division of Corporation
Finance
Comapany NameRevolution Acceleration Acquisition Corp
Office of Technology
May 27, 2021 Page 2
cc: Blair T. Thetford, Esq.
FirstName LastName