You are invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of Berkshire Grey, Inc., which we refer to as “Berkshire Grey” or the “Company,” to be held on    , 2023, at    [a.m./p.m.] Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/BGRY2023SM.

On March 24, 2023, the Company entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) by and among SoftBank Group Corp., a Japanese kabushiki kaisha (“SoftBank” or “Parent”), Backgammon Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of SoftBank (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”) as a subsidiary of SoftBank. SoftBank and Merger Sub are affiliates of certain investment funds managed by SoftBank, which held approximately 27.0% of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting as of April 10, 2023.

At the Special Meeting, you will be asked to consider and vote upon: (i) a proposal to approve and adopt the Merger Agreement (the “Merger Agreement Proposal”), (ii) a proposal to approve and adopt an amendment (the “Charter Amendment”) to the Company’s Third Amended and Restated Certificate of Incorporation, dated July 21, 2021 (the “Certificate of Incorporation”), to (a) increase the number of authorized shares of the Class A common stock, par value $0.0001 per share, of the Company (the “Class A common stock”), from 385,000,000 to 700,000,000 and (b) increase the number of authorized shares of Company common stock (as defined below) from 400,000,000 to 715,000,000 (the “Charter Amendment Proposal”) and (iii) one or more proposals to adjourn the Special Meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal or the Charter Amendment Proposal (the “Adjournment Proposal” and, together with the Merger Agreement Proposal and the Charter Amendment Proposal, the “Proposals”).

If the Merger is completed, each outstanding share of Class A common stock and Class C common stock, par value $0.0001, of the Company (the “Class C common stock” and, together with the Class A common stock, the “Company common stock”) outstanding immediately prior to the effective time of the Merger (other than (i) restricted shares of Company common stock that are not vested (the “Company Restricted Shares”), (ii) shares of Company common stock owned by the Company as treasury stock or by Merger Sub (the “Company Treasury Shares”) and (iii) shares of Company common stock that are owned by stockholders of the Company who did not vote in favor of the Merger Agreement Proposal and who have perfected and not withdrawn a demand for appraisal rights with respect to such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Dissenting Shares”) will be automatically converted into the right to receive $1.40 per share in cash, without interest, which we refer to as the “Merger Consideration.”

The Board, in consultation with independent financial and legal advisors and Management, evaluated the Merger Agreement and the Merger Transactions and unanimously: (i) determined that the terms of the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including the holders of shares of Company common stock not owned, directly or indirectly, by Parent or its affiliates (the “Unaffiliated Voting Shares”), and fair (as used in Item 1014(a) of Regulation M-A)

to the Company’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act (the “Unaffiliated Stockholders”); (ii) determined the Charter Amendment to be advisable and in the best interests of the Company and its stockholders and (iii) recommends that the stockholders of the Company vote in favor of the Proposals.

Approval of each of the Merger Agreement Proposal and the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock entitled to vote on such proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast for such proposal.

On March 24, 2023, the Company and Parent entered into voting and support agreements (the “Voting Agreements”) with Thomas Wagner, the Company’s Chief Executive Officer, and three of the Company’s largest stockholders (certain entities related to Vinod Khosla (Khosla Ventures Seed B LP, Khosla Ventures Seed B (CF), LP and Khosla Ventures V, LP) and New Enterprise Associates 15, L.P. (New Enterprise Associates 15, L.P. and NEA Ventures 2016, L.P.) and Canaan X, L.P.) (collectively, the “Supporting Stockholders”), who collectively own approximately   % of the voting power of the issued and outstanding shares of the Company common stock entitled to vote at the Special Meeting as of the Record Date. Pursuant to the Voting Agreements, the Supporting Stockholders each agreed to vote, or cause to be voted, all of the shares of Company common stock it beneficially owns in favor of (i) Merger Agreement Proposal and (ii) the Charter Amendment Proposal. For more information, please see the section entitled “The Voting and Support Agreements.”

The Merger Agreement, the Merger and the Charter Amendment have been unanimously approved and recommended by the Board. The Board, by a unanimous vote of the Company’s directors, recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the shares of Company common stock outstanding and entitled to vote on the Merger Agreement Proposal. We cannot complete the Charter Amendment unless the Charter Amendment Proposal is approved by the affirmative vote of the holders of a majority of the shares of Company common stock outstanding and entitled to vote on the Charter Amendment Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that are included on the enclosed proxy card. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

Completion of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. The completion of the Merger is not conditioned upon the approval of the Charter Amendment Proposal or the Adjournment Proposal.

The accompanying proxy statement provides you with more detailed information about the Special Meeting, the Merger Agreement, the Merger Transactions and the Charter Amendment. A copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement and a copy of the Charter Amendment is attached as Annex B to the accompanying proxy statement. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement, the Charter Amendment and the documents referred to or incorporated by reference in this proxy statement. You may also obtain additional information about the Company from other documents we have filed with the U.S. Securities and Exchange Commission (the “SEC”). In particular, you should read the “Risk Factors” section beginning on page 16 in our Annual Report on Form 10-K for the year ended December 31, 2022, and other risk factors detailed from time to time in the Company’s reports filed with the SEC and incorporated by reference in this proxy statement, for risks relating to our business and for a discussion of the risks that you should consider in evaluating the proposed transaction and how it may affect you.

If you have any questions or need assistance voting your shares of Company common stock, please contact Laurel Hill Advisory Group, the Company’s proxy solicitor in connection with the Special Meeting:

The accompanying proxy statement is dated    , 2023, and is first being mailed to the Company’s stockholders on or about    , 2023.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE MERGER TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You are cordially invited to attend a special meeting (we refer to such meeting, including any adjournment or postponement thereof, as the “Special Meeting”) of the stockholders of Berkshire Grey, Inc. (“Berkshire Grey,” the “Company” or “us”) to be held on   , 2023, at   [a.m./p.m.] Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/BGRY2023SM. The Special Meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement of which this notice forms a part. The Company will transact no other business at the Special Meeting, except such business as may properly be brought before the Special Meeting by or at the direction of the Board.

Approval of each of the Merger Agreement Proposal and the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock entitled to vote on such proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast for such proposal.

The record date for the Special Meeting is   , 2023 (the “Record Date”). Only stockholders of record as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. Any stockholder entitled to attend and vote at the Special Meeting is entitled to appoint a proxy to attend and act on such stockholder’s behalf.

If the Merger is consummated, a stockholder who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of Delaware law, will have the right to seek appraisal of the fair value of its shares in accordance with Section 262. The procedures for exercising appraisal rights are summarized in the proxy statement accompanying this notice and a copy of Section 262 is reproduced in its entirety in Annex D to the accompanying proxy statement.

The Merger Agreement, the Merger and the Charter Amendment have been unanimously approved and recommended by the Board. The Board, by a unanimous vote of the Company’s directors, recommends that you vote “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of a majority of the shares of Company common stock outstanding and entitled to vote on the Merger Agreement Proposal. We cannot complete the Charter Amendment unless the Charter Amendment Proposal is approved by the affirmative vote of the holders of a majority of the shares of Company common stock outstanding and entitled to vote on the Charter Amendment Proposal.

Therefore, whether or not you expect to attend the Special Meeting, at your earliest convenience, please sign, date and vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope or submit your proxy using the telephone or Internet procedures that are included on the enclosed proxy card. If you attend the Special Meeting and vote during the Special Meeting, your vote by ballot will revoke any proxy previously submitted. If you hold your shares of Company common stock through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee in order to vote.

The proxy statement of which this notice forms a part provides a detailed description of the Merger Agreement, the Merger Transactions and the Charter Amendment. We encourage you to carefully read the entire proxy statement and its annexes, including the Merger Agreement, Charter Amendment and the documents referred to or incorporated by reference in this proxy statement. If you have any questions concerning the Merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Company common stock, please contact the Company’s proxy solicitor:

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement, the Charter Amendment and the Special Meeting. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. Please refer to the section of this proxy statement entitled “Summary Term Sheet” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, all of which you should read carefully. See the section of this proxy statement entitled “Where You Can Find More Information.”

A. The Company is soliciting proxies for the Special Meeting to be held at    [a.m./p.m.] on    , 2023, via live audio webcast on the Internet at www.virtualshareholdermeeting.com/BGRY2023SM and any adjournment or postponement thereof. You are receiving this proxy statement because you own shares of Company common stock. The Company is holding the Special Meeting so that its stockholders may vote on the Merger Agreement Proposal, the Charter Amendment Proposal and the Adjournment Proposal. The approval of the Merger Agreement Proposal is a condition to the consummation of the Merger. The approval of the Charter Amendment Proposal and the Adjournment Proposal are not conditions to the consummation of the Merger. See the section of this proxy statement entitled “The Merger Agreement — Conditions to the Merger.”

This proxy statement contains important information about the Merger, the Charter Amendment and the Special Meeting, and you should read it carefully. The enclosed proxy card allows you to vote your shares of Company common stock without attending the Special Meeting.

Your vote is extremely important, and we encourage you to submit your proxy as soon as possible. For more information on how to vote your shares of Company common stock, please see the section of this proxy statement entitled “The Special Meeting.”

A. If the Merger is completed, you will have the right to receive $1.40 in cash, without interest and less any applicable withholding taxes payable in respect thereof, for each share of Company common stock you own immediately prior to the Effective Time, unless you are entitled to demand and have properly demanded appraisal for shares of Company common stock in accordance with, and you comply in all respects with, Section 262, in which case you will be entitled to the rights provided by Section 262.

A. The Merger Consideration represents a premium of approximately 18% to the closing price of Company common stock on March 23, 2023, the last trading day prior to the date of the Merger Agreement.

A. We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement, we cannot accurately estimate the closing date of the Merger because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to SoftBank, Merger Sub and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. There may be a substantial amount of time between the Special Meeting and the completion of the Merger, and it is possible that the Merger will not be completed at all. After the Company Stockholder Approval is obtained, the Board will not have the right to terminate the Merger Agreement in order to accept any Superior Proposal. We expect to complete the Merger promptly after the Company Stockholder Approval is obtained and all required regulatory clearances have been received.

A. If the adoption of the Merger Agreement is not approved by our stockholders, or if the Merger is not completed for any other reason, our stockholders will not receive any payment for their shares of Company common stock pursuant to the Merger Agreement. Instead, we will remain a public company and the Class A

common stock and Public Warrants will continue to be registered under the Exchange Act and listed on Nasdaq, and in some circumstances we may be required to pay to SoftBank the Termination Fee of $13,658,000 in cash. See the section entitled “The Merger Agreement — Termination Fee” for a discussion of the circumstances under which such Termination Fee may be required to be paid.

A. It is expected that you will receive the Merger Consideration to which you are entitled promptly after the completion of the Merger once you have provided the paying agent with any documentation required by the paying agent. For more information, see the section of this proxy statement entitled “The Merger Agreement — Surrender and Payment Procedures.”

A. Upon the completion of the Merger, your shares of Company common stock will be converted into the right to receive (i) the Merger Consideration, or (ii) if you have properly demanded (and not properly withdrawn your demand for) appraisal for your shares of Company common stock in accordance, and otherwise complied, with Section 262, the rights provided by Section 262. Trading in shares of Class A common stock and Public Warrants on Nasdaq will cease, price quotations for shares of Class A common stock and Public Warrants will no longer be available, and we will cease filing periodic and other reports with the SEC.

A. Our executive officers and directors have interests in the Merger that may be different from, or in conflict with, your interests as a stockholder. The members of the Board were aware of these additional interests and considered them, among other matters, during their deliberations on the merits of the Merger and in making their recommendations with respect to the Proposals and evaluating and overseeing the negotiation of the Merger Agreement. For a description of the interests of our executive officers and directors in the Merger, see the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger.”

A. Stockholders who owned shares of Company common stock as of the close of business on    , 2023, the Record Date for the Special Meeting, are entitled to receive notice of, and to vote virtually at, the Special Meeting, or any adjournment or postponement thereof.

As of the Record Date, the Company had     issued and outstanding shares of common stock entitled to vote at the Special Meeting, comprised of     shares of Class A common stock and shares of Class C common stock.

A. If, on the Record Date, your shares of Company common stock are registered directly in your name with the Company’s Transfer Agent, you are considered, with respect to those shares, the stockholder of record.

If your shares of Company common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.”

A. The presence, virtually or by proxy of the holders of a majority of the voting power of all outstanding shares the Company’s capital stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. If you submit a properly executed proxy card, even if you vote “AGAINST” a proposal or “ABSTAIN” from voting in respect of a proposal, your shares will be counted for purposes of calculating whether a quorum is present. If you fail to provide instructions to your bank, broker or other nominee with

respect to any of the Proposals, your shares will not be counted towards determining whether a quorum is present. If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the Proposals, your shares will be counted as present for purposes of determining whether a quorum is present.

If a quorum is not present at the Special Meeting, under the Company Bylaws, the chair of the Special Meeting will have the power to adjourn the Special Meeting until a quorum is present or represented.

A. Each share of Company common stock is entitled to one vote on each matter that comes before the Special Meeting.

A. Approval of each of the Merger Agreement Proposal and the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the shares of Company common stock entitled to vote on such proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast for such proposal.

For the purposes of the Merger Agreement Proposal and the Charter Amendment Proposal, abstentions and broker non-votes will have the effect of a vote “AGAINST” such Proposals. For purposes of the Adjournment Proposal, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the votes.

In addition, the Company Bylaws permit the chair of the Special Meeting, without any action by our stockholders, to adjourn the Special Meeting to a later date and time and at a place announced at the Special Meeting.

A. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of the shares of Company common stock owned directly by them in favor of the Proposals. At the close of business on the Record Date, the executive officers and directors of the Company collectively own approximately     % of the voting power of the issued and outstanding shares of the Company’s capital stock entitled to vote at the Special Meeting.

In addition, on March 24, 2023, the Company and Parent entered into Voting Agreements with the Supporting Stockholders, which Supporting Stockholders collectively own approximately     % of the voting power of the issued and outstanding shares of the Company common stock entitled to vote at the Special Meeting as of the Record Date. Pursuant to the Voting Agreements, the Supporting Stockholders each agreed to vote, or cause to be voted, all of the shares of Company common stock it beneficially owns in favor of (i) the adoption of the Merger Agreement, approval of the Merger and the Merger Transactions and other matters that would be reasonably expected to facilitate the Merger and the Merger Transactions and (ii) the adoption of the Charter Amendment. Additionally, the Supporting Stockholders agreed to vote against: (a) any Adverse Proposal; (b) other than the Charter Amendment, any change in the present capitalization of the Company or any amendment or other change to the Company’s organizational documents in contravention of the Convertible Note Purchase Agreement or the actions contemplated thereby; (c) any action, proposal or transaction that would reasonably be expected to result in a breach in any material respect of any covenant, agreement, representation or warranty or any other obligation of the Company set forth in the Convertible Note Purchase Agreement or of any Supporting Stockholder contained in the Voting Agreements; (d) any other action, proposal or transaction that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, discourage or prevent the consummation of, or otherwise adversely affect, the transactions contemplated by the Voting Agreements or the Convertible Note Purchase Agreement; or (e) any changes in the majority of the members of the Board based on the Board’s composition as of the date the Voting Agreements were signed.

In addition, pursuant to the Voting Agreements, each of the Supporting Stockholders agreed to not transfer their shares prior to the earlier of (i) the Effective Time and (ii) to the extent the Merger Agreement is validly terminated, such date that the Charter Amendment Approval has been adopted and approved by the Company Stockholders, subject to certain exceptions. For more information, see the section of this proxy statement entitled “The Voting and Support Agreements.”

A. The Board recommends that you vote:

You should read the section of this proxy statement entitled “Special Factors — Reasons for the Merger” for a discussion of the factors that the Board considered in deciding to recommend the approval of the Proposals. See also the section of this proxy statement entitled “Special Factors — Interests of Executive Officers and Directors of the Company in the Merger.”

A. Stockholder of Record: Shares Registered in Your Name – Vote By Proxy

If, as of the close of business on the Record Date, your shares were registered directly in your name with the Company’s Transfer Agent, then you are a stockholder of record. As a stockholder of record, you may vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to fill out and return the enclosed proxy card or vote through one of the other methods described below to ensure your vote is counted. You may still attend and vote at the Special Meeting even if you have already voted by proxy.

If you are a stockholder of record, you may vote by proxy over the telephone, vote by proxy through the Internet or vote on the enclosed proxy card and return it in the enclosed postage-paid reply envelope:

Beneficial Owner: Shares Registered in the Name of a Bank, Broker or Other Nominee – Instruct Your Bank, Broker or other Nominee

If, as of the close of business on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your bank, broker or other nominee regarding how to vote the shares in your account. You will receive instructions from your bank, broker or other nominee that describe the procedures for voting your shares of Company common stock at the Special Meeting. You should follow the instructions provided by your bank, broker or other nominee to vote your shares of Company common stock at the Special Meeting. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote virtually at the Special Meeting unless you request and obtain a valid “legal proxy” from your bank, broker or other nominee.

Stockholders of record will be able to vote virtually at the special meeting. If you are not a stockholder of record, but instead hold your shares of common stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote virtually at the special meeting.

It is not necessary to virtually attend the Special Meeting in order to vote your shares. To ensure that your shares of common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting virtually. Attending the meeting virtually does not itself constitute a vote on any proposal.

A. If you are a Company Stockholder of record as of the Record Date and choose to vote your shares of Company common stock through the Internet or by telephone, your proxy must be received through the Internet or by telephone by 11:59 p.m. Eastern Time on     , 2023, the day before the Special Meeting, for your shares of Company common stock to be voted at the Special Meeting. If you choose to submit your proxy by mailing a proxy card, your proxy card must be completed, signed and returned in the enclosed postage-paid reply envelope or otherwise filed with our Corporate Secretary no later than 11:59 p.m. Eastern Time on    , 2023, the day before the Special Meeting. If you vote by mailing the enclosed proxy card, you should allow a sufficient number of days to ensure delivery prior to the Special Meeting. You may also attend the Special Meeting virtually. If you are a beneficial owner, please review the voting instructions provided by your bank, broker or other nominee for information on the deadline for voting your shares.

A. A proxy is your legal designation of another person to vote your shares of Company common stock. This written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company common stock is called a “proxy card.”

A. If you fail to vote, either virtually at the Special Meeting or by proxy, your shares of Company common stock will not be voted at the Special Meeting and will not be counted for purposes of determining whether a quorum exists.

A. If your shares of Company common stock are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares of Company common stock with instructions on how to vote your shares.

A bank, broker or other nominee has discretionary authority to vote on “routine” matters without specific instructions from its customers, but does not have discretionary authority to vote on “non routine” matters without specific instructions from its customers. All of the matters to be considered at the Special Meeting are “non-routine” for this purpose. Accordingly, your bank, broker or other nominee will only be permitted to vote your shares of Company common stock if you instruct your bank, broker or other nominee as to how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares of Company common stock.

When both “routine” and “non-routine” matters are considered at a meeting and a bank, broker or other nominee refrains from voting your shares on a particular “non-routine” proposal because the bank, broker or other nominee has not received your instructions, it is called a “broker non-vote” with respect to such “non-routine” proposal. Because there are no routine matters to be considered at the Special Meeting, banks, brokers or other nominees do not have discretionary authority to vote on any proposals at the Special Meeting.

A failure to provide instructions to your bank, broker or other nominee with respect to any of the Proposals will have (1) the effect of a vote “AGAINST” the Merger Agreement Proposal and the Charter Amendment Proposal and (2) no effect on the Adjournment Proposal. In such instance, your shares will not be counted towards determining whether a quorum is present.

If you instruct your bank, broker or other nominee how to vote on at least one, but not all of the Proposals, your shares of Company common stock will be voted according to your instructions on those proposals for which you have provided instructions and will be counted as present for purposes of determining whether a quorum is present at the Special Meeting.

A. Regardless of the method you choose to submit a proxy, the individuals named on the enclosed proxy card will vote your shares of Company common stock as you instruct. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Company common stock should be voted “FOR” or “AGAINST,” or whether the proxyholder should “ABSTAIN” from voting on, all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Company common stock should be voted on any particular matter, the shares of Company common stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Company common stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Charter Amendment Proposal and “FOR” the Adjournment Proposal.

In addition, although the Company does not expect any other item of business to come before the Special Meeting, if any other matters properly come before the Special Meeting, the proxyholders will be authorized to vote in their discretion on such other matters.

A. Yes. You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised by:

If your shares of Company common stock are held in “street name” by your bank, broker or other nominee, please refer to the information forwarded by your bank, broker or other nominee for procedures on revoking your proxy.

Only your last submitted proxy will be considered. Please vote following the instructions in your proxy card or voting instructions form provided by your bank, broker or other nominee, as promptly as possible.

A. If you received more than one set of proxy materials or voting instructions relating to the Special Meeting, it likely means that you hold shares of Company common stock in more than one account. For example, you may own your shares of Company common stock in various forms, including jointly with your spouse, as trustee of a trust or as custodian for a minor, whether in “street name,” or through more than one bank, broker or other nominee, and also directly as a record holder or otherwise. To ensure that all of your shares of Company common stock are voted, please provide a proxy or voting instructions for each account for which you received proxy materials in accordance with the instructions provided in this proxy statement.

A. The Record Date is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Company common stock after the Record Date but before the Special Meeting, unless you provide the person to whom you sell or otherwise transfer your shares with a proxy,

you will retain your right to vote at the Special Meeting. Even if you sell or otherwise transfer your shares of Company common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the enclosed postage-paid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card).

Unless special arrangements are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies the Company in writing of such special arrangements, you will have transferred the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares.

A. If the Merger is completed, stockholders of record and beneficial owners who did not vote in favor of the Merger Agreement Proposal, submitted a written demand for appraisal prior to the vote on the Merger Agreement Proposal and otherwise complied with all other applicable requirements of Delaware Law, will have the right to seek appraisal of the fair value of their shares of Company common stock in accordance with Section 262. This means that holders of shares of Company common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash for the “fair value” of their shares of Company common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court. Stockholders of the Company who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The procedures for exercising appraisal rights are described in additional detail in this proxy statement, and a copy of Section 262 is reproduced in Annex D to this proxy statement. See the section of this proxy statement entitled “Special Factors — Appraisal Rights.”

A. The receipt of cash in exchange for shares of Company common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a “U.S. holder” (as defined in the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”) will generally recognize taxable gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. holder’s adjusted tax basis in its shares of Company common stock. The exchange of shares of Company common stock for the Merger Consideration pursuant to the Merger generally will not result in U.S. federal income or withholding tax to a Non-U.S. holder (as defined in the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger”), unless such Non-U.S. holder has certain connections with the United States or fails to comply with certain certification procedures.

You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of Company common stock for cash pursuant to the Merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). For more information, see the section of this proxy statement entitled “Special Factors — Material U.S. Federal Income Tax Consequences of the Merger.”

A. The Company has engaged Laurel Hill Advisory Group, LLC (“Laurel Hill Advisory Group”) to assist in the solicitation of proxies for the Special Meeting. The Company has agreed to pay Laurel Hill Advisory Group a base fee of $7,500 and to reimburse Laurel Hill Advisory Group for reasonable out-of-pocket expenses. The Company will indemnify Laurel Hill Advisory Group and against certain claims, liabilities, losses, damages, expenses and costs. The Company also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of the shares of Company common stock for their expenses in forwarding solicitation materials to beneficial owners of our shares of Company common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, by email, through the Internet or virtually. They will not be paid any additional amounts for soliciting proxies.

A. You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement and the Charter Amendment, along with all of the documents that are referred to in this proxy statement, as they contain important information about, among other things, the Merger and the Charter Amendment and how they affect you. Even if you plan to attend the Special Meeting virtually, after carefully reading and considering the information contained in this proxy statement, please sign, date and return, as promptly as possible, the enclosed proxy card in the enclosed postage-paid reply envelope, or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card) to ensure that your shares of Company common stock are represented and can be voted at the Special Meeting, unless you wish to seek appraisal. If you hold your shares in “street name,” please refer to the instructions provided by your bank, broker or other nominee to see which of the above choices are available to you.

A. No. You should not return your stock certificates or send in other documents evidencing ownership of shares of Company common stock with the proxy card. If the Merger is consummated, the paying agent will send each holder of record of shares of Company common stock as of immediately prior to the Effective Time a letter of transmittal and instructions that explain how to exchange shares of Company common stock for Merger Consideration. If you are a beneficial owner of shares of Company common stock held in “street name,” you may receive instructions from your bank, broker or other nominee as to what action, if any, you need to take to effect the surrender of your shares.

A. The Company is sending only one copy of this proxy statement to stockholders who share the same last name and address, unless they have notified the Company that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs.

Once you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding within 60 days of such notice, you were deemed to have consented to the process.

If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to the Company’s Corporate Secretary in writing at 140 South Road, Bedford, MA 01730, or call us at (833) 848-9900. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

A. The Company will publish final voting results from the Special Meeting in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. For more information, please see the section of this proxy statement entitled “Where You Can Find More Information.”

A. If you have additional questions about the Merger, need assistance in submitting your proxy or voting your shares of Company common stock, or need additional copies of the proxy statement or the enclosed proxy card, please contact:

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Merger is completed, the holders of Company common stock will have the right to receive the Merger Consideration.

The following chronology is a summary description of the background of the negotiations and the proposed Merger Transactions and does not purport to catalogue every conversation among representatives of Berkshire Grey, SoftBank and other parties. In addition to formal Board and Special Committee meetings, senior management team of the Company (“Management”) had informal discussions with the Board and Special Committee members throughout the process. Further, the Board routinely held executive sessions among the independent directors without members of Management in attendance. The terms of the Merger Agreement are the result of extensive arm’s-length negotiations among Management and members of the investment team of SoftBank, along with their respective advisors and under the guidance of each of the Board and the investment committee of SoftBank.

SoftBank, through certain of its affiliates, has been an investor in the Company since 2019 (prior to the Company’s business combination with Revolution Acceleration Acquisition Corp. (“RAAC”) in July 2021 (the “Business Combination”)). In the fiscal years ended 2021, 2020 and 2019, SoftBank Robotics Corp. (“SoftBank Robotics''), an affiliate of SoftBank, was also a significant customer of the Company, comprising approximately 10%, 30% and 60%, or approximately $5.1 million, $9.8 million and $4.8 million of the Company’s revenue, respectively. In June 2022, the Company’s customer contracts with SoftBank Robotics expired upon the completion of certain existing projects in accordance with their terms. Following the Business Combination, certain of the SoftBank Entities collectively held 29.5% of the shares of Company common stock then outstanding but at no point did SoftBank Robotics have a representative on the Board. In the ordinary course of the commercial relationship between SoftBank and the Company, from time to time, the Company and SoftBank have engaged in telephone and in-person meetings and conversations regarding the Company’s technology and the ongoing commercial relationship.

Between February and April 2023, the Company and SoftBank Robotics have met periodically to discuss a potential commercial collaboration in the area of robotic picking and packaging solutions, substantially similar to prior commercial contracts entered into between the Company and SoftBank Robotics between 2019 and 2022. Discussions remain ongoing, with the potential commercial contract currently expected to have a value of between $2.5 million and $5 million. There can be no assurance that such agreement will be entered into.

In the ordinary course of business, the Board and Management, with the assistance of outside advisors, have regularly reviewed the business, near and long-term strategy, performance, positioning and operating prospects of the Company with a view toward enhancing stockholder value. These reviews have included evaluations of current and anticipated business and industry trends (including developments in the robotics and AI automation industries and inflationary price pressures relevant to the Company’s business), regulatory conditions, future short- and long-term growth prospects, the current and expected financing environment (including the financing challenges associated with the broad weakness in technology stock prices), the Company’s need for additional capital and overall strategic direction of the business. From time to time, the Company evaluates potential alternatives for achieving long-term strategic goals, including strengthening the Company’s balance sheet and obtaining financing to support the Company’s business growth, diversification of products beyond the current product module portfolio, continued investment in research and development in order to maintain the Company’s competitiveness and increasing the liquidity of the publicly-traded shares of Company common stock. These reviews have also included, at times, consideration of, and discussions with other companies regarding, potential strategic alternatives, including business combinations, acquisitions and dispositions, to further the Company’s strategic objectives.

In connection with the Business Combination in July 2021, RAAC experienced significant stock redemptions, which resulted in substantially lower than anticipated cash proceeds to the Company at the closing of the Business Combination. Subsequently, the Company estimated that the total amount of net cash proceeds raised at the time were not sufficient to fully fund the Company’s long-term business plan, and the Company therefore had a need to access

additional capital in the near future. Through July 2022, the Company attempted to access the capital markets from time to time in order to secure such funding but was unable to do so either on reasonable terms or in amounts sufficient to fully fund its business plan, and it became more necessary for the Company to seek additional sources of potential capital.

On July 14, 2022, members of Management, including Dr. Thomas Wagner, the Company’s Chief Executive Officer, Mark Fidler, the Company’s Chief Financial Officer, and Steven Johnson, the Company’s President and Chief Operating Officer, met with representatives of a venture capital firm, referred to herein as “Party A,” to provide a general business update, consistent with prior practice and in the ordinary course of business between the Company and Party A. During this meeting, Party A suggested to the Company that a potential financing transaction with a special purpose acquisition company sponsored by Party A (“SPAC A”), as an alternative to a traditional financing, could be a potential opportunity for the Company to meet its financing needs. Party A is a significant stockholder and affiliate of the Company, with one representative on the Board. At the conclusion of this discussion, the parties agreed that the potential investment transaction warranted further exploration.

Between August 2022 and October 2022, the Company engaged in various activities to explore financing alternatives, including additional meetings and information exchanges with SPAC A to further explore the viability of a potential transaction with SPAC A, as well as evaluating other financing alternatives unrelated to Party A or SPAC A. On September 13, 2022, and October 5, 2022, the Board held meetings, at which members of Management were in attendance, where the Board invited three investment banks to provide their input and analysis regarding potential financing alternatives. Feedback from each of the investment banks consistently communicated the continued challenging capital markets environment, particularly for companies with similar financial and risk profiles as the Company.

On October 30, 2022, the Board held a meeting, at which all Board members, representatives of Goodwin Procter, LLP (“Goodwin”), the Company’s external counsel, and members of Management were in attendance, to consider forming a special committee of independent and disinterested directors (the “Special Committee”) for the purpose of evaluating a potential financing transaction with SPAC A due to the affiliate relationship of SPAC A’s sponsor with the Company. Representatives of Goodwin provided the Board with an overview of legal considerations in connection with a potential strategic or financing transaction, including the Board’s fiduciary duties, the conflicts of interest caused by a potential transaction with SPAC A, including due to Party A’s representation on the Board, and the authority that the Board may wish to consider granting to the Special Committee in respect thereof. A discussion ensued pursuant to which the Board, in consultation with Goodwin, determined that Fiona Dias and Serena Wolfe were each disinterested with respect to the potential transaction with SPAC A and free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment as a member of a special committee formed for the purpose of evaluating a potential transaction with SPAC A. Following this discussion, the Board established the Special Committee to, among other things, (i) consider and evaluate all proposals that might be received by the Company in connection with a potential transaction, (ii) participate in and direct the negotiation of the terms and conditions of a transaction with SPAC A, (iii) consider any alternatives to a transaction with SPAC A, (iv) terminate any negotiations, discussions or consideration of, or reject, on behalf of the Company, a transaction with SPAC A or any alternative, and (iv) engage such advisors, consultants and agents as the Special Committee may, in its sole discretion, deem necessary or appropriate to discharge its duties; determined that each of Ms. Dias and Ms. Wolfe do not have any relationship that would interfere with the exercise of independent judgment in carrying out her responsibility in considering and evaluating all proposals related to a transaction with SPAC A; and designated Ms. Dias and Ms. Wolfe as members of the Special Committee, as independent and disinterested directors.

Between October 2022 and early November 2022, the Special Committee engaged in a process to select a financial advisor. During such time, members of Management, with the Special Committee’s permission, met with representatives of three potential financial advisors, including Credit Suisse. Three financial advisors provided the Special Committee with an overview of their respective financial advisory expertise, including their experience with respect to special committee assignments, strategic transaction engagements and financings. Credit Suisse also provided the Special Committee with written disclosures regarding its relationships with the Company and Party A.

On November 2, 2022, the Special Committee received a fee proposal from one of the potential financial advisors, Credit Suisse. Management and the Special Committee continued to engage in further discussions with

the other potential financial advisors and had additional discussions with Credit Suisse regarding its fee proposal. Following such discussions, the other financial advisors indicated that they would not be able to represent the Company in a transaction involving a special purpose acquisition company.

On November 3, 2022, the Special Committee received an updated fee proposal from Credit Suisse, reflecting feedback from the Special Committee regarding its original fee proposal.

On each of November 4, 2022, and November 7, 2022, the Special Committee held a meeting, at which all Special Committee members, representatives of Goodwin and certain members of Management were in attendance. During these meetings, representatives of Goodwin provided feedback regarding a potential transaction with SPAC A, additional guidance regarding the roles and responsibilities of the Special Committee, and an overview of the current regulatory landscape with respect to transactions with a special purpose acquisition company (“SPAC”). The Special Committee also discussed the outcome of its meetings with potential financial advisors, including the updated fee proposal from Credit Suisse.

On November 9, 2022, the Board held a regular quarterly meeting, at which all Board members (including all members of the Special Committee), representatives of Goodwin and members of Management were in attendance. In addition to topics typically covered in quarterly Board meetings, the Special Committee discussed the status of its selection of a financial advisor, including (i) interviews that members of Management had conducted with representatives of the three financial advisors with the Special Committee’s permission, including Credit Suisse, in connection with such selection and (ii) the updated fee proposal from Credit Suisse received by the Special Committee. The Special Committee then discussed the formal engagement of Credit Suisse as its financial advisor, noting that Credit Suisse’s disclosures regarding its relationships with Party A produced by Credit Suisse on November 2, 2022, did not, in the Special Committee’s judgment, impair Credit Suisse’s ability to provide objective financial advice in the context of a financial advisory engagement. The Special Committee also considered Credit Suisse’s reputation, knowledge of the industry in which the Company operates and experience advising technology companies in connection with potential strategic transactions and financings. The Special Committee also noted the potential relevance of Credit Suisse’s specific experience with financing matters in light of the Company’s business and industry in which it operates, familiarity with the Company and the Company’s near- and long-term liquidity needs. On the basis of these considerations, the Special Committee determined to formally engage Credit Suisse as a financial advisor, effective November 2, 2022, and authorized Management to negotiate terms of an engagement letter for the purpose of engaging Credit Suisse.

On November 21, 2022, the Board held a meeting, at which all Board members, representatives of Goodwin, Credit Suisse (at the request of the Special Committee), Party A, and the placement agent engaged by the Company in connection with a potential private investment in public equity (“PIPE”) financing (the “placement agent”), and other members of Management were in attendance. During such meeting, Party A and the placement agent presented on a potential PIPE financing in connection with a potential transaction with SPAC A, including perceived interest from investors based on Party A’s diligence regarding the Company’s business, financial model and technology and subsequent initial discussions with potential investors over the prior few months. Following such presentation, Party A and the placement agent left the meeting. Management then provided a summary of its discussions with potential investors to date (which included reviews of the Company’s business, prospects and technology with certain investors over the course of the prior few months), including the level of perceived interest, and the expected timing and process for a potential transaction with SPAC A. In connection with such discussions, the Board discussed the possibility of conducting a convertible note PIPE financing, either alone or in connection with a potential financing transaction with SPAC A, as well as various alternative strategic or financing transactions. The Board noted the advantages and disadvantages of conducting a standalone PIPE financing, with several Board members voicing their concern on the potential regulatory implications of a financing transaction with SPAC A, risks associated with the prolonged timeline to close a SPAC transaction, weak investor demand associated with the complexities of a SPAC transaction and the high costs associated with a SPAC transaction. Following such discussions, the Board encouraged Management to continue to explore other financing and strategic alternatives. Neither value nor terms of any potential transaction, including any potential transaction with SPAC A, were discussed during this meeting.

On November 28, 2022, the Board held two meetings, at which all Board members, representatives of Goodwin and Credit Suisse (at the request of the Special Committee), and other members of Management were in attendance. During these meetings, Management reviewed the status of a potential transaction with SPAC A, including a general update by Credit Suisse regarding SPAC market activity, as well as other alternatives to a transaction with SPAC A.

On December 11, 2022, the Board held a meeting, at which all Board members, representatives of Goodwin and other members of Management were in attendance, to discuss, among other things, alternatives to the potential transaction with SPAC A. Such alternatives included cash conservation activities, including a sale of certain assets of the Company. As part of such discussion, the Board discussed the timing and structure for a potential transaction in light of various factors, including the Company’s cash runway, general market dynamics, execution risks and the regulatory landscape. The Board then discussed the status of a potential transaction with SPAC A, including their concerns with pursuing such a transaction regarding the potential regulatory implications of a financing transaction with SPAC A, risks associated with the prolonged timeline to close a SPAC transaction, investor demand associated with the complexities of a SPAC transaction and the high costs associated with a SPAC transaction. Following such discussion, the members of the Special Committee voiced their support for the Company’s pursuing commercial and strategic alternatives to a transaction with SPAC A. As a result, the Board determined not to proceed with a transaction with SPAC A, and to instead conduct a process to identify a counterparty or counterparties for a potential strategic or financing transaction, which process should include Party A. Next, the members of the Special Committee discussed the terms of its engagement letter with Credit Suisse. Following such decision, the Board and the Special Committee directed Management to execute the engagement letter with Credit Suisse and to work with Credit Suisse to identify and engage with other potential counterparties that would be considered most likely to have an interest in a strategic or financing transaction with the Company based on: (i) their familiarity with the Company and its business, including, potentially, as a customer of the Company; (ii) their familiarity with the industry in which the Company operates in and their interests in automation and robotics; and (iii) their history of engaging in similar transactions. At this meeting, the Board determined to proceed with considering alternatives as a full Board but determined not to disband the Special Committee at such time in case the Board determined to pursue a transaction which presented a potential conflict of interest to any member of the Board.

On December 12, 2022, the Special Committee formally executed an engagement letter with Credit Suisse, effective as of November 2, 2022, pursuant to which Credit Suisse was engaged to act as financial advisor to the Special Committee in connection with the Special Committee’s evaluation of any potential transaction and as placement agent in connection with any proposed financing.

From January 2023 to March 2023, at the direction of the Board and the Special Committee, representatives of Credit Suisse and Management (including Dr. Wagner, Mr. Fidler and Mr. Johnson) communicated with representatives of several technology, robotics, retail, ecommerce and investment companies for the purpose of gauging such companies’ potential interest in pursuing a strategic or financing transaction with the Company, including Party A. During this period, Credit Suisse, at the direction of the Board, engaged in preliminary discussions concerning such potential strategic and financing transactions with approximately 15 parties, including private investment funds and companies whose technologies and/or products could potentially be complementary to the Company’s portfolio, and entered into confidentiality agreements and exchanged information with two parties, including (i) a publicly traded industrial automation company referred to herein as “Party B,” and (ii) a private investment fund referred to herein as “Party C.” Other than the confidentiality agreement with Party C, none of the confidentiality agreements executed at this time contained a standstill provision. Following the execution of the confidentiality agreements, Party C was provided access to the Company’s virtual data room, which contained diligence materials regarding the Company’s business, financials, technology and operations. None of these discussions with Party B and Party C proceeded beyond the initial diligence stages.

On January 12, 2023, a representative of SoftBank held a videoconference call with Dr. Wagner to discuss the Company’s technology platform, consistent with prior practice and in the ordinary course of business between the Company and SoftBank since SoftBank’s initial investment in the Company in 2019. The parties agreed to further discussions and Dr. Wagner was invited to Tokyo, Japan with members of his technical team to further discuss the Company’s technology and products.

On February 1, 2023, Dr. Wagner and members of the Company’s technical team met with representatives of SoftBank, including members of SoftBank’s management team and members of the SoftBank Robotics technical team in Tokyo, Japan to provide further information regarding the Company’s technology, capabilities and product portfolio. During this visit, a representative of SoftBank briefly mentioned the possibility of SoftBank’s potential interest in a strategic transaction with the Company. No terms of any potential transaction were discussed during this visit.

On February 1, 2023, members of Management, including Dr. Wagner, Mr. Fidler and Mr. Johnson, held a videoconference call with Party B, at which representatives of Credit Suisse were present, during which the Company presented on its business, technology, operations and prospects. Following the call, Party B informed representatives of Credit Suisse that it would need to further evaluate the Company, based on the early-stage nature of the Company’s business and the Company’s anticipated and historical negative cash flow, before it could make a determination as to whether to proceed with a strategic or financing transaction with the Company.

On February 2, 2023, Dr. Wagner and a representative of SoftBank again met in Tokyo, Japan with Mr. Fidler and Mr. Johnson participating by videoconference, to discuss SoftBank’s continued interest in a transaction with the Company. During this meeting, SoftBank’s representative indicated that he would be in touch with Dr. Wagner regarding any updates with respect to the possibility of SoftBank’s potential interest in a potential collaboration or strategic transaction with the Company. SoftBank’s representative asked that the parties enter into a non-disclosure agreement so that more detailed information could be exchanged and reviewed.

On February 2, 2023, the Company sent a draft of the non-disclosure agreement to SoftBank, which included a “standstill” provision prohibiting SoftBank from, among other things, acquiring any, or proposing any merger, tender offer or other transaction regarding, securities of the Company, for a period of 12 months from the date of the non-disclosure agreement unless otherwise agreed in writing by the Company.

On February 3, 2023, the Board held a meeting, at which all Board members, and members of Management were in attendance, to discuss the potential for a strategic collaboration or strategic transaction with SoftBank.

On February 5, 2023, the Company and SoftBank finalized and executed the non-disclosure agreement, which excluded the standstill provision from the initial draft. The Company subsequently granted representatives of SoftBank access to a virtual data room to assist SoftBank in conducting due diligence on the Company and evaluating whether to consider a potential collaboration or strategic transaction. No changes in SoftBank’s intentions with respect to the Company had occurred at this time.

On February 7, 2023, a representative of SoftBank and Dr. Wagner held a telephone call in which SoftBank’s representative informed Dr. Wagner that SoftBank was interested in potentially acquiring the Company and that a non-binding letter of interest would be sent to Dr. Wagner later that day outlining SoftBank’s proposal for a potential transaction to be entered into between SoftBank and the Company.

Later on February 7, 2023, SoftBank sent the Company an initial, non-binding indication of interest (the “Initial Proposal”), which provided for, among other items, a proposal to acquire 100% of the outstanding capital stock of the Company not held (directly or indirectly) by SoftBank at a purchase price of $1.30 per share in cash, which reflected an approximately 30% premium on the Company’s 30-day volume-weighted average trading price of the Class A common stock as of February 3, 2023. The Initial Proposal noted that the proposed transaction is subject to, among other things, customary conditions and completion of due diligence but would not be subject to a financing condition and required an exclusivity period ending at the earlier of (i) 30 days from the date of execution of the Initial Proposal by the Company and (ii) entry into a definitive agreement by the Company and SoftBank providing for the proposed transaction, subject to extension.

On February 7, 2023, the Board held a meeting, at which a majority of the Board, representatives of Goodwin and other members of Management were in attendance, to notify the Board of SoftBank’s Initial Proposal and provide a brief overview of the non-binding indicative terms. At such meeting, Management also provided a brief update on the status of its discussions to date with Party A, Party B and Party C, noting that representatives of Credit Suisse had had preliminary discussions with each counterparty regarding a potential strategic or financing transaction. Representatives of Goodwin reviewed with the Board their fiduciary duties in the context of an offer to acquire the Company. The Board also discussed whether any other companies might have interest in a potential strategic or financing transaction with the Company, including weighing the potential benefits of outreach to other potential counterparties against the potential risks, including the risk of leaks inherent in such a process and the potential impact on the Company’s business of such leaks. After discussion,

the Board (including the members of the Special Committee) determined to provide Credit Suisse with the Initial Proposal in order for Credit Suisse to begin their review of the proposed transaction, and that Management should continue to work with Credit Suisse to identify other potential counterparties that would be considered most likely to have an interest in a transaction with the Company based on their familiarity with the Company and its business, their ability to complete a transaction without additional financing and their history of engaging in similar transactions. At this meeting, the Board also determined that the Company should not agree to the exclusivity provision included in the Initial Proposal so that the Company could retain the right to conduct such outreach. The Board also noted that, unlike a potential transaction with SPAC A or Party A, the members of the Board were each disinterested with respect to a potential collaboration or transaction with SoftBank and free of any relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment. As such, the Board determined that the full Board, rather than the Special Committee, should, among other things, lead the consideration and evaluation of any proposals made for, and direct the negotiation of the terms and conditions of, a potential collaboration or transaction with SoftBank. The Board also directed Management and Credit Suisse to engage and negotiate with SoftBank on the terms of the Initial Proposal.

On February 8, 2023, and February 9, 2023, representatives of SoftBank’s technical teams visited the Company’s corporate offices in Bedford, Massachusetts to perform technical due diligence. Members of the Company’s technical teams and Dr. Wagner were present to provide SoftBank with detailed information of the Company’s technology and provided in-person tours of the Bedford facility.

On February 9, 2023, Mr. Fidler met with representatives of Credit Suisse to discuss the terms of the Initial Proposal, including SoftBank’s valuation of the Company at $1.30 per share. During such meeting, Mr. Fidler directed representatives of Credit Suisse to review SoftBank’s valuation in light of certain financial projections prepared by Management concerning the Company’s business, which were subsequently finalized on February 16, 2023, in the form of the Company Projections identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company.”

On February 9, 2023, representatives of SoftBank and Dr. Wagner met by videoconference to discuss the terms of the Initial Proposal, including SoftBank’s valuation of the Company at $1.30 per share and SoftBank’s request for exclusivity. Representatives of Goodwin and Morrison & Foerster LLP (“Morrison Foerster”), SoftBank’s outside legal counsel, also participated in the meeting. Later that day, SoftBank amended its Schedule 13D to disclose publicly its delivery of the Initial Proposal to the Company.

Beginning on February 10, 2023, representatives of Credit Suisse, Raine Securities LLC (“Raine”), financial advisor to SoftBank who provided customary investment banking advisory services but did not deliver any reports, opinions or appraisals to the Investment Committee of SoftBank, and SoftBank had initial conversations via videoconference to discuss non-binding terms indicated in the Initial Proposal, diligence process, timing considerations for the potential transaction and timeline to signing a definitive agreement.

On February 10, 2023, the Company issued a press release publicly confirming that it had received the Initial Proposal and noting that it was currently evaluating various alternative options, including potential financing transactions.

On February 10, 2023, the Board held a meeting, at which all of the Board members, representatives of Credit Suisse (at the request of the Special Committee), Goodwin and the placement agent, and other members of Management were in attendance. During this meeting, the Board, together with the placement agent, discussed the structure of a potential financing transaction with Party A, including a convertible note PIPE financing or registered convertible note offering of approximately $200 million, taking into consideration the low likelihood that third parties would be interested in providing equity financing to the Company at attractive valuations that would not be significantly dilutive to its existing stockholders. The Board continued to reject any exclusivity with SoftBank and, following this discussion, the representatives of the placement agent departed the meeting. Management then discussed the Initial Proposal and its subsequent discussions with SoftBank. The Board then discussed process considerations to attempt to maximize the value that SoftBank would offer to pay to its stockholders in the transaction. Representatives of Credit Suisse then provided feedback regarding the potential convertible note financing transaction with Party A and initial thoughts on the Initial Proposal with SoftBank, including a review of the premiums and other valuation multiples implied by the merger consideration contemplated in the Initial Proposal and various pricing scenarios. Next, representatives of Credit Suisse identified several potential counterparties that may have an interest in a potential transaction with the Company.

Following these discussions, the Board determined to conduct additional outreach to such counterparties in parallel with negotiations with SoftBank in order to maximize the likelihood of a potential transaction being consummated, and to maximize the value to stockholders in any potential transaction. Accordingly, the Board (including the members of the Special Committee) directed Credit Suisse to conduct outreach to such counterparties to gauge their interest in a potential transaction, including both strategic and financing alternatives.

Beginning on February 12, 2023, representatives of Goodwin and Morrison Foerster held preliminary discussions regarding certain transaction considerations, including due diligence requirements, merger agreement drafting, timing considerations and other related items. During such discussions, representatives of Morrison Foerster informed representatives of Goodwin that SoftBank had indicated that it would like to discuss employment matters with the Company at an appropriate time later in the process, as determined by the Board and the Special Committee and that SoftBank acknowledged that it would not discuss such matters while material business points regarding the transaction remained open. Representatives of Goodwin noted that it would convey such request to the Board for deliberation.

On the same day, representatives of SoftBank delivered by email an initial legal due diligence request list to Credit Suisse. Subsequently, through March 22, 2023, representatives of Goodwin and the Company received and responded to a series of supplemental requests for additional due diligence materials, and representatives of SoftBank, Raine and Morrison Foerster conducted legal, financial and operational due diligence review of the Company based on publicly available information, information made available in the virtual data room and in emails and information provided by written Q&A and through due diligence calls with Management and advisors of the Company. In addition, representatives of SoftBank, Raine, Morrison Foerster, Goodwin and Management (which included Dr. Wagner, Mr. Fidler and Mr. Johnson) held various due diligence calls to discuss the Company’s leadership team, technology and products, commercial strategy, competitive positioning, financial forecasts and information on its expected future cash burn.

On February 15, 2023, the Company provided access to diligence information contained in a virtual data room established by the Company for purposes of SoftBank’s continued evaluation of a potential transaction with the Company.

On February 16, 2023, representatives of Goodwin sent representatives of Morrison Foerster an initial draft of the Merger Agreement, which in addition to the terms set forth in the Initial Proposal, provided for, among other things: (i) a two-step transaction structure involving a tender offer and a back-end merger, (ii) the acceleration and cash out of all Company equity awards, (iii) customary representations and warranties with respect to the Company and a potential SoftBank purchasing entity, (iv) customary interim operating covenants with respect to the Company, (v) a mutual covenant with respect to the efforts of the Company and a newly formed affiliate of SoftBank to serve as purchaser to obtain regulatory approvals and (vi) a Company termination fee equal to 2.5% of the aggregate equity value of the transaction.

On February 17, 2023, SoftBank established bi-weekly videoconference calls, occurring each week through March 3, 2023, with representatives of the Company, Goodwin, Raine and Credit Suisse, to review status of due diligence requests, documentation, anticipated timeline and overall process updates. Following March 3, 2023, the frequency of such meetings was increased to daily meetings until March 24, 2023, the date of execution of the Merger Agreement.

Also on February 17, 2023, the Board held a meeting, at which all Board members, representatives of Credit Suisse (at the request of the Special Committee), and Goodwin, and other members of Management were in attendance, during which Management provided an update on its discussions with SoftBank. Management (with support from representatives from Credit Suisse) also noted its view that a financing transaction would be challenging due to the continued unfavorable macro capital market conditions, uncertain third party participation in a financing, uncertainties regarding closing timeline and uncertainties regarding likely overall financing terms. Management further noted the lack of favorable financing terms, if any, with Party A, Party B or Party C. Credit Suisse reviewed the premiums and other valuation multiples implied by the merger consideration contemplated in the Initial Proposal and various other pricing scenarios. The Board then discussed potential responses to the Initial Proposal, including a counterproposal of $1.85 to $2.10 per share, which was based on an approximately 29% to 47% premium to the closing price of the Class A common stock on February 17, 2023. Representatives of Goodwin then discussed certain risks and considerations for a potential transaction, including the risk of entering into a limited exclusivity period with SoftBank and the expected process and timing considerations for a

potential merger, including the likely need for bridge financing from SoftBank or a third party for the period between the execution of a merger agreement and the consummation of a merger. Representatives of Goodwin also communicated that SoftBank had indicated that it would like to discuss employment matters with Management at an appropriate time later in the process, as determined by the Board and the Special Committee, and that SoftBank would not discuss such matters while material business points regarding the transaction remained open, following which the Board determined that directors and Management should not have any discussions with SoftBank regarding potential future roles, compensation or retention arrangements for the Company’s employees in connection with the proposed transaction until negotiation of all material terms of a transaction were complete. Representatives of Goodwin subsequently conveyed this determination to representatives of Morrison Foerster and no further discussions with respect to employment matters took place between the parties until after finalization of the material terms of the transaction and approval of the Board confirming the same and confirming that the parties can proceed with engaging in employment-related discussions. Following such discussion, representatives of Credit Suisse provided updates on its outreach to other potential counterparties that may have an interest in a potential transaction, including Party A, Party B and Party C, noting that several potential counterparties had declined to engage in discussions due to the early-stage nature of the business and the historical and forecasted negative cash flow of the business. The Board also noted that, following the public disclosure of the Initial Proposal on February 9, 2023, the Company did not receive any unsolicited inquiries from any third parties concerning a potential acquisition of all or any portion of the Company. The Board then directed Management and Credit Suisse to communicate to SoftBank the Board’s desire to see an improved per share price within the range of $1.85 to $2.10 to maximize stockholder value in light of SoftBank’s request for exclusivity and its ongoing outreach to other potential counterparties, noting that exclusivity would only be acceptable to the Company at the higher end of such range.

Later on February 17, 2023, representatives of Credit Suisse, Raine and SoftBank had a discussion regarding the Company’s position with respect to certain terms of the Initial Proposal, including the merger consideration, the Company’s counterproposal for a per share price within the $1.85 to $2.10 range and potential exclusivity at the higher end of such range. Following such conversation, SoftBank declined to increase the proposed per share price to the $1.85 to $2.10 range proposed by the Company.

On February 21, 2023, Dr. Wagner had a telephone conversation with a representative of SoftBank to discuss SoftBank’s proposal. Dr. Wagner indicated that while the Board is encouraged about SoftBank’s proposed terms as outlined in the Initial Proposal, the Board believed that improvement to certain terms was necessary in order to advance discussions, including an increase in the $1.30 per share price and concerns with providing exclusivity, given the Company’s prior and concurrent activities with pursuing potential alternative financing transactions. Dr. Wagner also discussed the Company’s need for bridge financing from SoftBank for the period between execution of a merger agreement and closing. During such call, SoftBank’s representative stated he was not in a position to support a potential acquisition above $1.30 per share of the Company’s common stock, but SoftBank could consider such bridge financing.

During the week of February 21, 2023, several videoconference calls were held between representatives of SoftBank, the Company, Morrison Foerster, Goodwin, Raine and other advisors of SoftBank in connection with SoftBank’s due diligence review of the Company’s business, intellectual property portfolio, legal diligence and tax diligence.

On February 22, 2023, the Board held a meeting, at which all Board members, representatives of Goodwin and Credit Suisse (at the request of the Special Committee), and other members of Management were in attendance, to provide updates on the Company’s discussions with SoftBank, progress with a convertible note PIPE financing, and outreach to other potential counterparties. During this meeting, Management reiterated its view that a financing transaction would be unlikely, noting that several large investors had declined to engage with the Company regarding a PIPE financing, resulting in interest of approximately $140 to $150 million, a significant portion of which would need to be funded by existing investors, and that an investment advisory company referred to herein as “Party D” had offered bridge financing of approximately $50 million to the Company, but on terms the Company viewed as unfavorable, as, among other terms, such bridge financing included a substantial break fee, was contingent on the Company having $200 million of secured financing and would significantly complicate the marketing efforts relating to a convertible note PIPE transaction. Management also noted that, with only $140 to $150 million, it did not believe such a financing would be sufficient to fund the Company’s business plans given execution risks in the current macroeconomic environment. The Board

discussed the pros and cons of pursuing either a convertible note PIPE financing or a merger with SoftBank, given the continued challenging capital markets, the Company’s declining cash position, and the low likelihood of consummating a PIPE financing on acceptable terms or within an acceptable period of time. As part of such discussion, the Board also expressed their view that the Initial Proposal did not adequately reflect the Company’s value and was insufficient to proceed with further discussions regarding a potential transaction. Following such discussion, taking into account the Company’s current status with respect to alternative financing options, and in light of the fact that SoftBank did not accept the previously communicated price range of $1.85 and $2.10 per share, the Board instructed Dr. Wagner to propose a counteroffer to SoftBank between $1.35 and $1.45, combined with bridge financing from SoftBank of $50 million.

On February 23, 2023, Dr. Wagner and SoftBank’s representative had a telephone call to discuss the terms of a potential merger, including the Board’s counteroffer of $1.35 to $1.45 and a potential bridge financing of $50 million. The following day, SoftBank’s representative delivered a counterproposal to Dr. Wagner via a telephone call, that would have SoftBank acquire the Company for a merger consideration of $1.40 per share and stated that SoftBank desired to target mid-March of 2023 to execute a merger agreement. SoftBank’s counterproposal contemplated that SoftBank would provide bridge financing for up to $50 million and that the Company would grant exclusivity to SoftBank.

On February 24, 2023, Dr. Wagner held a videoconference call with certain Board members to solicit additional preliminary feedback based on the improved transaction terms from SoftBank, noting that the $1.40 per share price being offered represented a 19% premium to the then-current trading price of the Class A common stock. Later that day, Dr. Wagner independently communicated the improved transaction terms from SoftBank to the rest of the Board.

On February 27, 2023, the Board held a meeting, at which all members of the Board, representatives of Credit Suisse (at the request of the Special Committee) and Goodwin, and other members of Management were in attendance, to provide an update regarding discussions with SoftBank and the improved transaction terms, including the $1.40 per share price, proposed timing and anticipated bridge financing to be offered by SoftBank, noting that there had been no subsequent discussions with Party B and Party C, but that a meeting with Party C was expected that week. At such meeting, representatives of Credit Suisse also discussed the status of its outreach with potential counterparties. The Board also discussed SoftBank’s continued request for exclusivity and the fact that several other counterparties that the Board had considered reasonably likely to have a potential interest in a transaction with the Company had declined to engage. Management also provided an update on the status of the potential bridge financing with a third party and a convertible note PIPE financing, noting that the Company had received updated terms for a bridge financing from Party D, but that the terms remained unfavorable to the Company as the bridge financing was still contingent on the Company having $200 million of secured financing, among other unfavorable terms. Management also noted that interest in a convertible note PIPE financing had been reduced to $120 million (which still included a requirement of significant participation of existing investors) and remained insufficient to fully fund the Company’s business plan. As a result, Management expressed that the relative certainty of value and liquidity provided by SoftBank’s proposal made it a more attractive option, and the Board was supportive of Management continuing to negotiate and engage with SoftBank at the proposed $1.40 per share price.

Later that day, Dr. Wagner contacted representatives of SoftBank to convey that the Board accepted SoftBank’s proposal that would have SoftBank acquire the Company for a merger consideration of $1.40 per share of the Company’s common stock but would not accept the exclusivity provision included in the Initial Proposal.

On February 28, 2023, representatives of Morrison Foerster sent a revised draft of the Merger Agreement to representatives of Goodwin that provided for, among other things: (i) a revised one-step merger structure, (ii) a requirement that certain Company stockholders execute voting and support agreements in connection with the Merger Agreement, (iii) a requirement that offer letters with certain key employees be executed in connection with the Merger Agreement, subject to such discussions being subject to approval by the Board and subject to first reaching agreement on material terms regarding the Merger, (iv) treatment of the Company’s equity award whereby, instead of being fully accelerated, any Company Restricted Share, in-the-money Company Option or Unvested Company RSU outstanding and unvested at the Effective Time would be converted to a cash award payable pursuant to the same vesting terms as would have been applicable to each such respective equity award prior to the Effective Time, (v) certain revisions with respect to SoftBank’s obligations in connection with seeking antitrust approval, including that SoftBank would not be required to litigate or contest legal proceedings

or orders issued by governmental authorities, divest any assets, entities or businesses, or terminate, amend or assign existing relationships or contractual rights or obligations, to obtain approval under the HSR Act, (vi) a Company termination fee equal to 4% of the aggregate equity value of the transaction and (vii) certain other revisions with respect to the representations and warranties, covenants and conditions to closing.

On March 1, 2023, members of Management, including Dr. Wagner, Mr. Fidler and Mr. Johnson, held a videoconference call with Party C, at which representatives of Credit Suisse were present, to present on the Company’s business, technology, operations and prospects. Later that day, Party C informed representatives of Credit Suisse that it was not interested in engaging with the Company with respect to a potential transaction due to the early-stage nature of the Company’s business and the Company’s anticipated and historical negative cash flow.

Also on March 1, 2023, representatives of Goodwin and representatives of Morrison Foerster met by videoconference to discuss certain open issues in the Merger Agreement, including, among other things, the transaction structure, treatment of equity awards and Company warrants, approvals by government authorities and representations by SoftBank and Merger Sub.

On March 2, 2023, representatives of SoftBank and Dr. Wagner held a telephonic meeting to discuss next steps upon finalization of the Merger Agreement.

On March 3, 2023, representatives of Goodwin sent a revised draft of the Merger Agreement to representatives of Morrison Foerster that provided for, among other revisions, (i) an acceptance of a one-step merger structure, (ii) a termination fee equal to 3% of the aggregate equity value of the transaction and (iii) certain other revisions with respect to the representations and warranties, covenants and conditions to closing.

On March 6, 2023, Party B informed representatives of Credit Suisse that it may be interested in a potential financing transaction with the Company, but that it was continuing to evaluate based on the diligence materials provided in the Company’s virtual data room.

On March 7, 2023, representatives of SoftBank and representatives of Management continued discussions regarding the bridge financing and discussed potential terms, including the structure of the potential financing. Later that day, SoftBank’s representative sent an email to Mr. Fidler setting forth proposed terms for a bridge financing in the form of a convertible note (“Convertible Note Facility”), including, among other terms, (i) capacity of up to $50 million; (ii) conversion price of $1.40 per share, representing the merger consideration price; (iii) interest rate of 20% per annum to be paid in-kind; (iv) senior unsecured ranking; (v) maturity date of earlier of (a) six months following termination of the Merger Agreement and (b) June 30, 2024; and (vi) pricing draws (a) limited to no more than $10 million drawable in any rolling thirty (30) day period and (b) subject to the Company’s cash balance dropping below a pre-agreed level (e.g., $30 million).

On March 8, 2023, Mr. Fidler had a videoconference call with a representative of SoftBank, regarding the terms of the Convertible Note Facility offered by SoftBank. Mr. Fidler noted that the Company’s cash needs suggested that the capacity of the Convertible Note Facility should be increased to $60 million and the pricing draws should be increased to $12 million in each rolling 30-day period, and SoftBank subsequently agreed to these terms.

On March 9, 2023, the Board held a meeting, at which all Board members, representatives of Credit Suisse (at the request of the Special Committee), Goodwin, Party A, the placement agent, and other members of Management were in attendance and discussed the status of the Company’s efforts with respect to various alternative transactions, including the convertible note PIPE financing (including any potential participation by Party B) (and alternative structures for such transaction, including a registered convertible note financing) and the bridge financing with Party D. Following such discussions, Party A and the placement agent left the meeting. The Board then deliberated with Management and representatives of Credit Suisse and Goodwin on the viability of the financing alternatives discussed and associated risks, timelines and the Company’s capital and liquidity needs, as well as the likelihood that continuing to pursue the financing alternative could jeopardize a transaction with SoftBank. As part of such discussion, Management noted that it continued to believe such a financing would be insufficient to fund the Company’s business plans, even with any potential participation by Party B, noting that it was unlikely that Party B could move quickly enough or contribute enough capital to make a financing alternative viable, and that the terms of a bridge financing with Party D remained unfavorable to the Company. In light of such considerations, the Board unanimously determined to prioritize a proposed merger with SoftBank, while also continuing to assess financing alternatives (including with Party D) and instructed

Management to proceed with discussions on the other ancillary documents associated with the proposed merger. In addition, the Board authorized Management to begin discussing employment matters with SoftBank since material terms of the merger had been agreed to, including the $1.40 per share price, but subject to the resolution of open business points regarding a termination fee and antitrust efforts and the receipt of a draft of a Convertible Note Purchase Agreement containing the terms provided by SoftBank on March 7, as further revised following discussions with SoftBank on March 8.

On March 9, 2023, Party B informed representatives of Credit Suisse that it had determined not to continue exploring a potential transaction with the Company at such time due to the early-stage nature of the Company’s business and the Company’s historical and forecasted negative cash flow.

On March 10, 2023, representatives of Morrison Foerster sent a revised draft of the Merger Agreement to representatives of Goodwin, which provided for certain revisions with respect to the representations and warranties and covenants and the payment of a termination fee, and an initial draft of the form of voting and support agreement. Between March 10, 2023 and March 16, 2023, Goodwin and Morrison Foerster exchanged several drafts of the voting and support agreement.

On March 11, 2023, representatives of Goodwin sent a revised draft of the Merger Agreement to representatives of Morrison Foerster that provided for, among other things: (i) a to-be-determined reverse termination fee to be payable by SoftBank in the event of the termination of the Merger Agreement due to a failure to obtain certain antitrust approvals (including with respect to the HSR Act), (ii) a Company termination fee equal to 3% of the aggregate equity value of the transaction and (iii) certain other revisions with respect to the representations and warranties and covenants.

On March 12, 2023, at the request of the Board and the Special Committee, representatives of Goodwin and legal counsel to Credit Suisse finalized an amendment to the Special Committee’s engagement letter with Credit Suisse, to reflect Credit Suisse’s engagement by the Board rather than the Special Committee.

Also on March 12, 2023, SoftBank’s representative and Mr. Fidler held a telephonic meeting and discussed certain open items in the Merger Agreement, including, among other things, the reverse termination fee and treatment of the Company’s expenses in connection with the transaction. Over the course of the subsequent days, representatives of SoftBank and the Company continued to discuss, by email, open items in connection with the transaction, including, among other things, treatment of unvested equity awards of all employees.

On March 13, 2023, representatives of Morrison Foerster sent an initial draft of the Convertible Note Purchase Agreement to Goodwin, which included all of the updated terms provided by SoftBank as well as other customary items typically included in such unsecured convertible note financing documents.

On March 14, 2023, representatives of Goodwin confirmed to representatives of Morrison Foerster that Management had been authorized to begin discussing employment matters with SoftBank.

On March 15, 2023, the Board held a meeting, at which all members of the Board, representatives of Credit Suisse (at the request of the Special Committee) and Goodwin, and other members of Management were in attendance. Goodwin provided the Board with a description of the Board’s fiduciary responsibilities, summary of the Merger Agreement, and a summary of the interim financing arrangement under the Convertible Note Purchase Agreement. Credit Suisse reviewed certain aspects of the proposed transaction with SoftBank, including the interim financing and key terms of the Merger Agreement, including the merger consideration. Credit Suisse also discussed preliminary financial analyses based on the financial information provided by the Company, including the Company Projections, as identified and defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information of the Company.” Following such discussion, the Board reaffirmed its decision to continue prioritizing a proposed merger with SoftBank, and confirmed that the deal, including all key deal terms, had been sufficiently negotiated and agreed upon such that Management could proceed to discuss employment matters with SoftBank.

Also on March 15, 2023, Goodwin circulated to Morrison Foerster a revised draft of the Convertible Note Purchase Agreement, that included proposed changes relating to, among other things, representations by the Company, registration rights and conversion mechanics.

On March 16, 2023, Morrison Foerster circulated a revised draft of the form of voting and support agreement, that included proposed changes contemplating a stockholder vote to amend the certificate of incorporation of the Company to increase its authorized shares of common stock to 715,000,000 in order to facilitate the bridge financing. The form of voting and support agreement was finalized and agreed upon later that day.

On March 17, 2023, Dr. Wagner held a telephonic call with SoftBank’s representative, during which Dr. Wagner confirmed that the Board was willing to allow SoftBank to begin discussions regarding employment matters with senior management, because all material terms of the Merger Agreement and the Convertible Note Purchase Agreement had been agreed upon.

On March 17, 2023, Dr. Wagner also commenced outreach to representatives of the Supporting Stockholders regarding the voting and support agreements.

On March 17, 2023, representatives of Morrison Foerster sent a revised draft of the Merger Agreement to representatives of Goodwin that provided for, among other things: (i) removal of the requirement to enter into offer letters with certain key employees concurrently with the signing of the Merger Agreement, (ii) removal of the reverse termination fee to be payable by SoftBank, (iii) a Company termination fee equal to 3.5% of the aggregate equity value of the transaction, and (iv) certain other revisions with respect to the representations and warranties, covenants and conditions to closing.

On March 18, 2023, representatives of Credit Suisse provided the Company and representatives of Goodwin with written disclosures regarding its relationships with the Company and SoftBank.

Between March 20, 2023, and March 24, 2023, representatives of Goodwin and Morrison Foerster exchanged drafts of the Merger Agreement with incremental edits for finalization of the Merger Agreement.

During the period between March 18, 2023, and March 23, 2023, SoftBank and the Company, along with their respective legal and financial advisors, exchanged documents and held videoconference calls frequently to finalize the Merger Agreement, the Convertible Note Purchase Agreement and other ancillary documents associated with proposed transaction.

On March 19, 2023 and March 20, 2023, SoftBank sent Dr. Wagner draft post-closing employment agreements for senior management, including for himself, which were negotiated over the next few days and finalized on March 24, 2023.

On March 23, 2022, throughout the day, Goodwin and Morrison Foerster worked to finalize the Merger Agreement, the Convertible Note Purchase Agreement and the disclosure schedules.

On March 23, 2023, the Board and Special Committee held a meeting, at which all Board members, representatives of Credit Suisse (at the request of the Special Committee) and Goodwin, and other members of Management were in attendance. Representatives of Goodwin communicated that the Merger Agreement, the Convertible Note Purchase Agreement and all other ancillary documents associated with the proposed merger with SoftBank were in final form, with no material changes to any of the previously communicated terms. Representatives of Goodwin then reminded the Board of its fiduciary duties in connection with a merger, which had been discussed with the Board throughout the process. Management reviewed the amendment to the Special Committee’s engagement letter with Credit Suisse to reflect Credit Suisse’s engagement by the Board rather than the Special Committee. The Board then discussed the engagement of Credit Suisse as its financial advisor, noting that Credit Suisse’s disclosures regarding its relationships with SoftBank produced by Credit Suisse on March 18, 2023 did not, in the Board’s judgment, impair Credit Suisse’s ability to provide objective financial advice in the context of a financial advisory engagement. Following such review, the Board unanimously adopted resolutions approving, among other things, such amendment and Credit Suisse’s engagement by the Board. Representatives of Credit Suisse then reviewed and discussed its financial analyses with respect to the Company and the proposed Merger. Thereafter, at the request of the Board, Credit Suisse rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion addressed to the Board dated the same date) as to, as of March 23, 2023, the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the merger consideration to be received by such holders in the Merger pursuant to the Merger Agreement. Based on the factors cited in “— Reasons for the Merger,” the Special Committee unanimously adopted, among other things, resolutions (i) determining that the terms of the Merger Agreement and the Merger Transactions, are advisable and in the best interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and fair (as used in

Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders; and (ii) recommending that the stockholders of the Company vote in favor of the Proposals. Based on the factors cited in “— Reasons for the Merger,” including the recommendation of the Special Committee at this meeting, the Board then unanimously adopted, among other things, resolutions (i) determining that the terms of the Merger Agreement and the Merger Transactions, are advisable and in the best interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders; and (ii) recommending that the stockholders of the Company vote in favor of the Proposals.

On March 24, 2023, after the U.S. securities markets closed, (i) the Company, SoftBank and Merger Sub executed and delivered the Merger Agreement, (ii) the Company and an affiliate of SoftBank executed and delivered the Convertible Note Purchase Agreement, and (iii) the relevant equity holders of the Company executed and delivered the Voting Agreements. Subsequently on March 24, 2023, the parties issued a joint press release announcing the execution of the Merger Agreement and the Convertible Note Purchase Agreement, and the Company filed a current report on Form 8-K announcing the execution of the Merger Agreement and the Convertible Note Purchase Agreement. SoftBank amended its Schedule 13D to reflect the execution of the Merger Agreement, the Convertible Note Purchase Agreement and the Voting Agreements.

The Board, in consultation with financial and legal advisors and Management, evaluated the Merger Agreement and the Merger Transactions and unanimously: (i) determined that the terms of the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including the holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders; (ii) determined the Charter Amendment to be advisable and in the best interests of the Company and its stockholders; and (iii) recommends that the Company Stockholders vote in favor of the Proposals.

In connection with its evaluation of an unrelated potential financing transaction with an affiliate of the Company that is not affiliated with SoftBank or its affiliates, the Board delegated certain powers and authority to the Special Committee to, among other things, consider and evaluate alternatives to such transaction, which would include the Merger. The Special Committee is comprised of two of the non-management, independent directors of the Company who are independent of, and not affiliated with, SoftBank or its affiliates. The Special Committee considered the Merger Agreement and the Merger Transactions in conjunction with the Board, and unanimously recommended that the Board approve and authorize the Merger Agreement and Merger Transactions.

In the course of its deliberations and in arriving at its determination that the terms of the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders and its recommendation that the Company Stockholders vote in favor of the Merger Proposal and Charter Amendment Proposal, the Board (including the members of the Special Committee) considered a number of factors and consulted with legal and financial advisors and Management. The following are some of the significant factors that supported the determination and recommendation of the Board (these factors are presented below in no particular order and were neither ranked nor weighted in any particular manner by the Board):

In the course of its deliberations, the Board also considered a variety of uncertainties, risks and potentially negative factors, including:

The Board also considered the following factors relating to the procedural safeguards that the Board believes were and are present with respect to the fairness of the Merger, which the Board believes supports its decisions and provide assurance as to the procedural fairness of the Merger to the Unaffiliated Stockholders:

After taking into account all of the factors set forth above, as well as others, the Board, including the members of the Special Committee, concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the Merger Transactions are advisable and in the best interests of the Company and its stockholders, including holders of the Unaffiliated Voting Shares, and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders.

The foregoing discussion of the information and factors considered by the Board includes the material positive and negative factors considered by the Board, but it is not intended to be exhaustive and may not include all the factors considered by the Board. The Board did not quantify or assign any specific weights to the various factors that they considered in reaching its determination to approve the Merger Agreement and Merger Transactions. Rather, the Board reached its position and recommendations based on the totality of the information presented to, and factors considered by, them. In addition, individual members of the Board each applied his or her own personal business judgment to the process and may have given differing weights to different factors. The Board did not undertake to make any specific determinations as to whether any factor, or any particular aspect of

any factor, supported or did not support its ultimate determinations. The Board unanimously resolved to recommend that the Company Stockholders, including the Unaffiliated Stockholders, approve the Merger Proposal based upon the totality of information it considered.

When considering the foregoing recommendation of the Board that Company Stockholders vote to approve the proposal to adopt the Merger Agreement, Company Stockholders should be aware that some of the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of Company Stockholders more generally. The Board was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Merger Transactions were advisable and in the best interests of the Company and its stockholders and fair (as used in Item 1014(a) of Regulation M-A) to the Unaffiliated Stockholders, in reaching its decision to approve and declare advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Merger Transactions, in making its recommendation that the Company Stockholders, including the Unaffiliated Stockholders, vote in favor of the Merger Proposal and in directing that the adoption of the Merger Agreement be submitted to a vote of the Company Stockholders. For more information, please see the section of this proxy statement captioned “— Interests of the Company’s Directors and Executive Officers in the Merger.”

The explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Information.”

The Board did not seek to establish a pre-merger going concern value for the Company, and therefore no such value was considered by the Board in making its fairness determinations. Rather, the Board believed that the financial analyses presented by Credit Suisse and the information Management reviewed with Credit Suisse (and on which Credit Suisse relied at the direction of the Company), including the Company Projections, as more fully described below under “Opinion of the Board’s Financial Advisor,” were indicative of going concern values for the Company as it continues to operate its business. The Board did not consider net book value, which is an accounting concept, for purposes of reaching its determinations and recommendations, because, in the view of the Board, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determinations and recommendations, the Board did not consider the liquidation value of the Company because they considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology.

The Board unanimously recommends that the Company Stockholders vote “FOR” the approval of the Merger Proposal.

Under the SEC rules governing “going private” transactions, the Company is engaged in a “going private” transaction and, therefore, is required to express its position as to the fairness of the Merger to the Company’s Unaffiliated Stockholders. The Board, on behalf of the Company, is making the following statements solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Board, on behalf of the Company, on the basis of the factors described above, believes that the Merger (which is the Rule 13e-3 transaction for which a Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed with the SEC) is both procedurally and substantively fair to the Unaffiliated Stockholders. The Board did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders for purposes of negotiating the terms of the Merger Agreement. However, the Board expressly adopted the analysis of the Special Committee, among other factors considered, in the course of reaching its determination and recommendations discussed above under “— Reasons for the Merger.”

Under the SEC rules governing “going-private” transactions, each of the SoftBank Entities is an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the Merger to the Unaffiliated Stockholders. The SoftBank Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act.

However, the view of the SoftBank Entities as to the fairness of the Merger should not be construed as a recommendation to any Company Stockholder as to how that stockholder should vote on the Merger Agreement Proposal. The SoftBank Entities have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders.

The SoftBank Entities believe that the interests of the Unaffiliated Stockholders were properly represented by the Board, which negotiated the terms and conditions of the Merger Agreement on behalf of the Unaffiliated Stockholders with the assistance of its independent legal and financial advisors. The SoftBank Entities did not participate in the deliberation of the Special Committee or the Board regarding, nor did they receive advice from the respective legal or other advisors of the special Committee or the Board as to, the fairness of the Merger. The SoftBank Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. The SoftBank Entities have not received any report, opinion or appraisal from any outside party materially related to the Merger, including any report, opinion or appraisal relating to the fairness of the Merger to the Unaffiliated Stockholders or the SoftBank Entities.

Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Board discussed in the section of this proxy statement entitled “Special Factors – Reasons for the Merger” (which analysis and resulting conclusions the SoftBank Entities adopt), the SoftBank Entities believe that the Merger is substantively fair to the Unaffiliated Stockholders. In particular, the SoftBank Entities considered the following:

The SoftBank Entities further believe that the Merger is procedurally fair to the Unaffiliated Stockholders based upon, among other things, the following factors:

The SoftBank Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

The foregoing discussion of the information and factors considered and given weight by the SoftBank Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The SoftBank Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the SoftBank Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The SoftBank Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Unaffiliated Stockholders. This position should not, however, be construed as a recommendation to any Company Stockholder to approve the Merger Agreement. The SoftBank Entities make no recommendation as to how Company Stockholders should vote their shares relating to the Merger. The SoftBank Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders.

The SoftBank Entities did not consider net book value, which is an accounting concept, for purposes of reaching its determination and recommendations, because, in the SoftBank Entities’ view, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs. In the course of reaching its determination and recommendations, the SoftBank Entities did not consider the liquidation value of the Company because it considered the Company to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. The SoftBank Entities did not consider the value of the Company as a going concern in evaluating the Merger because of its belief that the trading price of the shares of Class A common stock at any given time represents the best available indicator of the Company’s going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction.

On March 23, 2023, Credit Suisse rendered its oral opinion to the Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion addressed to the Board dated the same date) as to, as of March 23, 2023, the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Credit Suisse’s opinion was directed to the Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication (financial or otherwise) of the Merger. The summary of Credit Suisse’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex C to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in preparing its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and they do not constitute, advice or a recommendation to any securityholder as to how such holder should vote or act on any matter relating to the Merger or otherwise.

In arriving at its opinion, Credit Suisse:

In connection with its review, Credit Suisse did not independently verify any of the foregoing information and, with the Company’s consent, Credit Suisse assumed and relied upon such information being complete and accurate in all respects material to its analyses and opinion. With respect to the Base Projections and the NOL Estimates, Credit Suisse had been advised by Management, and Credit Suisse assumed, with the Company’s consent, that such forecasts were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and the other matters addressed thereby. In addition, Credit Suisse had been advised by Management, and Credit Suisse assumed, with the Company’s consent, that the Estimated Financing Terms fairly reflect the terms on which financing may have been available to the Company in the absence of the Merger. At the direction of the Company, Credit Suisse assumed that the Base Projections, the NOL Estimates and the Estimated Financing Terms were a reasonable basis upon which to evaluate Company and the Merger, and at the direction of the Company, Credit Suisse relied upon the Base Projections, the NOL Estimates and the Estimated Financing Terms for purposes of its analyses and opinion. Credit Suisse expressed no view or opinion with respect to the Base Projections, the NOL Estimates or the Estimated Financing Terms, or the assumptions and methodologies upon which they were based.

Credit Suisse also assumed, with the Company’s consent, that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Merger, no modification, delay, limitation, restriction or condition would be imposed that would have an adverse effect on the contemplated benefits of the Merger and that the Merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any term, condition or agreement thereof that would be material to Credit Suisse’s analyses or opinion. In addition, Credit Suisse was not requested to, and did not, make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, and Credit Suisse was not furnished with any such evaluations or appraisals. With the Company’s consent, Credit Suisse assumed that the final form of the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by Credit Suisse in all respects material to its analyses and opinion.

Credit Suisse’s opinion addressed only the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication (financial or otherwise) of the Merger or any agreement, arrangement or understanding entered into in connection therewith or

otherwise, including, without limitation, the form or structure of the Merger, any voting agreement entered into in connection with the Merger and the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received or otherwise payable to any officers, directors, employees, securityholders or affiliates of any party to the Merger or class of such persons, relative to the Merger Consideration or otherwise. Credit Suisse had understood that the Company and a wholly owned subsidiary of Parent were also entering into the Convertible Note Purchase Agreement, and Credit Suisse’s opinion did not address, and Credit Suisse did not express any view regarding the terms of, the Convertible Note Purchase Agreement or the transactions contemplated thereby. The Company had advised Credit Suisse, and Credit Suisse understood, that pursuant to the Company’s Certificate of Incorporation the shares of Class A common stock and the shares of Class C common stock are required to receive the same per share consideration in the Merger, and accordingly, at the Company’s direction, for purposes of Credit Suisse’s analyses and opinion, Credit Suisse treated a share of Class A common stock and a share of Class C common stock as equivalent and identical to each other in all material respects. Furthermore, Credit Suisse did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, intellectual property, tax, environmental, executive compensation or other similar professional advice. Credit Suisse assumed that the Company had or would obtain such advice or opinions from the appropriate professional sources. The issuance of Credit Suisse’s opinion was approved by its authorized internal committee.

Credit Suisse’s opinion was necessarily based upon information made available to Credit Suisse as of the date of its opinion and upon financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Credit Suisse did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of its opinion. Credit Suisse’s opinion did not address the relative merits of the Merger as compared to alternative transactions or strategies that might have been available to the Company, nor did it address the underlying business decision of the Board or the Company to proceed with or effect the Merger.

In preparing its opinion to the Board, Credit Suisse performed a variety of analyses, including those described below. The summary of Credit Suisse’s financial analyses is not a complete description of the analyses underlying Credit Suisse’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Credit Suisse’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion. Except as described in this summary, the Board imposed no other instructions or limitations on Credit Suisse with respect to the investigations made or procedures followed by Credit Suisse in rendering its opinion.

In performing its analyses, Credit Suisse considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Credit Suisse’s analyses for comparative purposes is identical to the Company or the proposed Merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to the fairness, from a financial point of view, to the holders of Class A common stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement, Credit Suisse did not make separate or quantifiable judgments regarding individual analyses. The reference ranges indicated by Credit Suisse’s financial analyses are illustrative and not necessarily indicative of actual or relative values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the Company’s control and the control of Credit Suisse. Much of the information used in, and accordingly the results of, Credit Suisse’s analyses are inherently subject to substantial uncertainty.

Credit Suisse’s opinion and analyses were provided to the Board (in its capacity as such) in connection with its consideration of the proposed Merger and were among many factors considered by the Board in evaluating the proposed Merger. Neither Credit Suisse’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Board with respect to the proposed Merger. Under the terms of its engagement by Company, neither Credit Suisse’s opinion nor any other advice or services rendered by it in connection with the proposed Merger or otherwise, should be construed as creating, and Credit Suisse should not be deemed to have, any fiduciary duty to the Board, the Company, any securityholder or creditor of the Company or any other person, regardless of any prior or ongoing advice or relationships.

The following is a summary of certain financial analyses reviewed by Credit Suisse with the Board in connection with the rendering of its opinion to the Board on March 23, 2023. The summary does not contain all of the financial data securityholders of the Company may want or need for purposes of making an independent determination of fair value. Securityholders of the Company are encouraged to consult their own financial and other advisors before making any investment decision in connection with the proposed Merger. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations in connection with each analysis, could create a misleading or incomplete view of Credit Suisse’s analyses.

Credit Suisse considered certain financial data for Company and selected companies with publicly traded equity securities that Credit Suisse deemed relevant. The selected companies were selected because they were deemed to be similar to Company in one or more respects. For purposes of these analyses, (i) except as otherwise noted, share prices for the selected companies were closing prices as of March 22, 2023, and (ii) estimates of future financial performance for the selected companies for the calendar year ending December 31, 2023, used to select the implied multiple ranges were based on publicly available research analyst estimates for those companies.

The selected companies with respect to the Company were:

For each of the selected companies listed above, Credit Suisse reviewed the company’s enterprise value (generally the market value as of March 22, 2023, of the relevant company’s outstanding equity securities (taking into account its options, outstanding convertible securities and other dilutive instruments) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock and capital lease obligations less the amount of cash and cash equivalents on its balance sheet)) as a multiple of its estimated revenue for the

year ended December 31, 2023 (“2023E Revenue”). Credit Suisse observed that the mean and median multiples (a) for the selected emerging industrial technology companies were approximately 2.1x and 2.5x, respectively, (b) for the selected emerging fulfillment technology companies were approximately 11.0x and 11.0x, respectively, and (c) for the selected automation-oriented industrial technology companies were approximately 5.3x and 4.6x, respectively.

Taking into account the results of the selected companies analysis, Credit Suisse applied, based on its professional judgment and experience, a multiple range of 2.0x to 5.0x to the Company’s estimated 2023E Revenue based on the Company Projections. The selected companies analysis indicated an implied reference range per share of Class A common stock of $0.98 to $2.03, as compared to the Merger Consideration of $1.40.

Credit Suisse also considered the financial terms of certain business combinations and other transactions that Credit Suisse deemed relevant. The selected transactions were selected because the target companies or assets were deemed by Credit Suisse to be similar to the Company in one or more respects.

The selected transactions were:

For each of the selected transactions listed above, Credit Suisse reviewed the target company’s enterprise value implied by the transaction as a multiple of the target’s revenue for the latest twelve months preceding the announcement of the applicable transaction. Credit Suisse observed that the mean and median multiples for the selected transactions were approximately 7.0x and 7.5x, respectively.

Taking into account the results of the selected transactions analysis, Credit Suisse applied, based on its professional judgment and experience, a multiple range of 4.0x to 8.0x to the Company’s revenue for the year ended December 31, 2022, based on financial data provided by the Company. The selected transactions analysis indicated an implied reference range per share of Class A common stock of $1.26 to $2.20, as compared to the Merger Consideration of $1.40.

Credit Suisse performed a discounted cash flow analysis with respect to the Company by calculating the estimated net present value of the projected after-tax, unlevered, free cash flows of the Company based on the Company Projections. Credit Suisse applied for purposes of calculating estimated terminal values for the

Company, assumed perpetuity growth rates of 2.0% to 4.0%. Credit Suisse also applied, to derive estimates of net present values and based on its professional judgment and experience, discount rates based on an estimate of the Company’s weighted average cost of capital, ranging from 13.0% to 16.0% to the projected unlevered free cash flows and calculated terminal values. The discounted cash flow analysis for the Company indicated an implied reference range per share of Class A common stock, taking into account the NOL Estimates, as described in “— Unaudited Prospective Financial Information of the Company,” (without giving effect to any limitation on utilization under Section 382 of the Code), of $1.03 to $2.09, as compared to the Merger Consideration of $1.40. Credit Suisse also noted that were the Company to complete a $200 million financing to pursue its standalone business plan in lieu of the Merger, based on terms discussed with the Company, the discounted cash flow analysis for the Company would have indicated an implied reference range per share of Class A common stock, taking into account the NOL Estimates (without giving effect to any limitation on utilization under Section 382 of the Code), of $0.80 to $1.31.

Credit Suisse also observed certain additional information that was not considered part of its financial analyses with respect to its opinion but was noted for informational purposes, including (a) the range of prices of the Class A common stock during the 52-week period ended March 22, 2022, which indicated low and high prices of the Class A common stock during such period of $0.51 per share and $4.12 per share, respectively and (b) the ranges of values for a share of Class A common stock indicated by a discounted cash flow analysis for the Company using the Company Projections and applying the same perpetuity growth rates and discount rates described under “— Discounted Cash Flow Analysis,” except that for this analysis certain limitations on utilization of the Company’s net operating losses under Section 382 of the Code that were reviewed with the Company were applied. This discounted cash flow analysis indicated implied ranges per share of Class A common stock of $0.93 to $1.96 (without the completion of the $200 million financing described above) and $0.75 to $1.25 (with the completion of such $200 million financing).

The Company retained Credit Suisse as its financial advisor in connection with the Merger based on Credit Suisse’s qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm. Pursuant to the engagement letter between the Company and Credit Suisse, the Company has agreed to pay Credit Suisse a fee for its services, based on the transaction value of the Merger at closing, in an amount currently estimated to be approximately $6.5 million, of which $1.5 million became payable to Credit Suisse upon the rendering of its opinion to the Board and the remainder of which is contingent upon the consummation of the Merger. In addition, the Company has agreed to reimburse certain of Credit Suisse’s expenses and to indemnify Credit Suisse and certain related parties for certain liabilities and other items arising out of or related to its engagement.

Credit Suisse and its affiliates have in the past provided investment banking and other financial advice and services to the Company and its affiliates, for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, having acted as a financial advisor, capital markets advisor and placement agent in connection with the Business Combination and related transactions. Credit Suisse and its affiliates have in the past provided and currently provide investment banking and other financial advice and services to Parent and its affiliates, for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, having acted or acting (i) as financial advisor to Parent and certain of its affiliates and portfolio companies in connection with certain sale and acquisition transactions, (ii) in various roles in connection with securities offerings by Parent and certain of its affiliates and portfolio companies and (iii) as a lender or participant in credit facilities of Parent and certain of its affiliates and portfolio companies. The foregoing roles for Parent and its affiliates and portfolio companies during the past two years include, among others, (i) a bookrunning manager in various bond offerings of Roche Holding AG, (ii) a bookrunning manager in a $1.5 billion bond offering of New Fortress Energy Inc. in connection with its acquisition of Hygo Energy Transition Ltd. and Golar LNG Partners LP, (iii) a financial advisor to Roche Holding AG in connection with its repurchase of an equity stake in Roche Holding AG from Novartis Holding AG, (iv) a financial advisor, capital markets advisor and placement agent to Social Capital Hedosophia Holdings Corp. V in its business combination with Social Finance, Inc. and related transactions, (v) a financial advisor to