Filed by Reinvent Technology Partners
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Joby Aviation
Commission File No. 001-39524
Former FAA Acting Administrator Dan Elwell
Joins Joby Aviation Advisory Board
FAA and airline veteran brings unique blend of experience in operations and certification
SANTA CRUZ, CA, March 23, 2021 Joby Aviation (Joby or the Company), a transportation company developing an all-electric, vertical take-off and landing aircraft (eVTOL) that it intends to operate as a commercial passenger aircraft beginning in 2024, today announced the appointment of Dan Elwell as an Advisor.
Elwell served as Deputy and Acting Administrator of the Federal Aviation Administration (FAA) from June 2017 to November 2020, responsible for the safety and efficiency of the worlds single largest aerospace system, and had oversight of the FAAs multibillion-dollar NextGen air traffic control modernization program. He previously served as Senior Advisor on Aviation to the U.S. Secretary of Transportation, and as the FAAs Assistant Administrator for Policy, Planning and Environment. Elwells government service followed a long and successful career as a military and commercial pilot.
We are incredibly excited to welcome Dan to our Advisory Board at this exciting time for Joby Aviation, said JoeBen Bevirt, Founder and CEO of Joby Aviation. Dan brings a rare combination of in-the-air, public policy and corporate expertise, gained over decades of working in both the government and private sector. His unique perspective, and the insight he can offer around aircraft certification and airline operations, will be invaluable to Joby as we move towards introducing our service in 2024.
Commenting on his appointment, Elwell added: JoeBens vision of saving a billion people an hour a day is going to change how we look at air travel. Im excited to join such a dedicated and passionate team of aviators.
Elwell was a commercial pilot for 16 years with American Airlines and also served as Managing Director for International and Government Affairs at American Airlines. He earned his pilot wings at Williams Air Force Base in Arizona after graduating from the U.S. Air Force Academy with a Bachelor of Science degree in International Affairs. While in the military, Elwell logged more than 6,000 hours of combined civilian and military flight time in the U.S. Air Force and U.S. Air Force Reserve, including combat service during Operation Desert Storm. He currently serves on several private and public boards, including Alaska Air Group.
Elwell joins the Advisory Board as Joby prepares to merge with Reinvent Technology Partners (Reinvent or RTP) (NYSE:RTP), a special purpose acquisition company. Upon the closing of the transaction, the combined company will be named Joby Aviation, and become publicly traded, with its common stock expected to be listed on the New York Stock Exchange.
ABOUT JOBY AVIATION
Joby Aviation is a California-headquartered transportation company developing an all-electric vertical takeoff and landing aircraft which it intends to operate as part of a fast, quiet, and convenient air taxi service beginning in 2024. The aircraft, which has a maximum range of 150 miles on a single charge, can transport a pilot and four passengers at speeds of up to 200 mph. It is designed to help reduce urban congestion and accelerate the shift to sustainable modes of transit. Founded in 2009, Joby employs more than 700 people, with offices in Santa Cruz, San Carlos, and Marina, California, as well as Washington D.C. and Munich, Germany. To learn more, visit www.jobyaviation.com.
Important Information for Investors and Stockholders
This Press Release relates to a proposed transaction between RTP and Joby Aviation. This Press Release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. RTP intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of RTP, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all RTP shareholders. RTP also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of RTP are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by RTP through the website maintained by the SEC at www.sec.gov.
The documents filed by RTP with the SEC also may be obtained free of charge at RTPs website at https://www.reinventtechnologypartners.com or upon written request to 215 Park Avenue, Floor 11 New York, NY.
Participants in the Solicitation
RTP and Joby Aviation and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from RTPs shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of RTP and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward Looking Statements
This Press Release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between RTP and Joby Aviation. These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, should, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Press Release, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of RTPs securities, (ii) the risk that the transaction may not be completed by RTPs business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RTP, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Agreement and Plan of Merger, dated as of February 23, 2021 (the Merger Agreement), by and among RTP, Joby and RTP Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of RTP, by the shareholders of RTP, the satisfaction of the minimum trust account amount following redemptions by RTPs public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Joby Aviations business relationships, operating results and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Joby Aviation and potential difficulties in Joby Aviation employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Joby Aviation or against RTP related to the Merger Agreement or the transaction, (x) the ability to maintain the listing of RTPs securities on a national securities exchange, (xi) the price of RTPs securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which RTP plans to operate or Joby Aviation operates, variations in operating performance across competitors, changes in laws and regulations affecting RTPs or Joby Aviations business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive aviation industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of RTPs registration on Form S-1 (File No. 333-248497), the registration statement on Form S-4 discussed above and other documents filed by RTP from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and RTP and Joby Aviation assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither RTP nor Joby Aviation gives any assurance that either RTP or Joby Aviation or the combined company will achieve its expectations.
For Joby Aviation