United States securities and exchange commission logo
June 1, 2023
Mark Fidler
Chief Financial Officer
Berkshire Grey, Inc.
140 South Road
Bedford, MA 01730
Re: Berkshire Grey,
Inc.
Preliminary Proxy
Statement on Schedule 14A filed May 2, 2023
File No. 001-39768
Schedule 13E-3
filed May 2, 2023 by Berkshire Grey, Inc., Softbank Group
Corp., SVF II BG
(DE) LLC et. al
File No. 005-91900
Dear Mark Fidler:
Comment Letter Exchagne Act Filings Intro Text
Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed
on May 2, 2023
Reasons for the Merger, page 31
1. Discussion in the
Background of the Merger section of the proxy statement indicates
Party A and Party D had
expressed interest in engaging in a transaction with the
Company, but other than
a brief reference to Party A in the second to last bullet point on
page 32, there is no
disclosure regarding the outcome of the Company s discussion with
each of these parties.
Please supplement the disclosure to provide this information.
2. Given the disclosure on
page 20 that Party A is a significant stockholder and affiliate of
the Company, with one
representative on the Board, please advise why the Company has
not disclosed Party A
s identity.
Mark Fidler
FirstName LastNameMark Fidler
Berkshire Grey, Inc.
Comapany
June 1, 2023NameBerkshire Grey, Inc.
June 1,
Page 2 2023 Page 2
FirstName LastName
3. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be
discussed in reasonable
detail. See Question Nos. 20 and 21 of Exchange Act Release No.
34-17719 (Apr. 13,
1981). We note that the Softbank Entities have expressly adopted the
analysis and
resulting conclusion of the Board. However, it does not appear that
such analysis includes
the factor described in clause (viii) of Instruction 2 to Item 1014 or
explain why such
factor was not deemed material or relevant to the Board s fairness
determination. Please
revise this section to include such factor. In addition, if the
procedural safeguard in Item
1014(c) was not considered, please explain why the Board and Softbank
Entities believe
that the Rule 13e-3 transaction is fair in the absence of such
safeguard.
Certain Effects of the Merger for Parent, page 50
4. Please provide the disclosure described in Instruction 3 to Item 1013
of Regulation M-A.
Unaudited Prospective Financial Information of the Company, page 52
5. Disclosure on page 52 indicates that "the Company Projections reflect
numerous estimates
and assumptions " Please revise to disclose such assumptions and
quantify where
practicable.
Cautionary Statement Concerning Forward-Looking Information, page 93
6. Disclosure in the last paragraph indicates that [t]he Company
undertakes no obligation to
update or to revise any forward-looking statements. Such statement
is inconsistent with
the Company s obligations to amend and promptly disseminate revised
information in the
event that its existing disclosure materially changes. See Exchange
Act Rule 13e-3(d)(2),
(e)(2) and (f)(1)(iii). Please revise accordingly.
Incorporation of Certain Documents By Reference, page 117
7. Disclosure on page 117 states:
We incorporate by reference into this proxy statement any
documents filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the
date of this proxy statement, and prior to the date of the
Special Meeting
We also incorporate by reference into this proxy statement,
but not into the Schedule
13E-3, additional documents that the Company may file with the
SEC under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of
this proxy statement to
the date of the Special Meeting.
Any statement contained in a document incorporated by
reference into this proxy
statement will be deemed to be modified or superseded for
purposes of this proxy
statement to the extent that a statement contained in this proxy
statement or any other
subsequently filed document that is incorporated by reference
into this proxy
statement modifies or supersedes the statement. The information
incorporated by
Mark Fidler
Berkshire Grey, Inc.
June 1, 2023
Page 3
reference is considered to be a part of this proxy statement and,
with respect to this
proxy statement but not with respect to the Schedule 13E-3, later
information that the
Company files with the SEC will update and supersede that
information.
Note that neither Schedule 13E-3 nor Schedule 14A permits general
forward
incorporation of documents to be filed in the future. Rather, you must
amend your
document to specifically list any such filings. Please revise. See
General Instruction F of
Schedule 13E-3 and Note D of Schedule 14A.
Comment Letter Exchagne Act Filings Conclusion Text
Sincerely,
FirstName LastNameMark Fidler
Division of
Corporation Finance
Comapany NameBerkshire Grey, Inc.
Office of Mergers &
Acquisitions
June 1, 2023 Page 3
cc: Mark Opper
FirstName LastName