Table of Contents

As filed with the Securities and Exchange Commission on June 11, 2021

Registration No. 333-254988

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Reinvent Technology Partners

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands*   6770   98-1548118
(State or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer
Identification Number)

215 Park Avenue, Floor 11

New York, New York 10003

Telephone: (212) 457-1272

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

Telephone: (302) 338-9130

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Howard L. Ellin, Esq.

Christopher M. Barlow, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 735-3000

 

Jack Sheridan, Esq.

Ryan J. Maierson, Esq.

Benjamin A. Potter, Esq.

Brian D. Paulson, Esq.

Saad Khanani, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐


Table of Contents

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities

to be registered

  Amount
to be
registered (1)
  Proposed
maximum
offering price
per share security
  Proposed
maximum
aggregate
offering price
  Amount of
registration fee

Common stock(2)(3)

  69,000,000   $10.26(4)   $708,281,550.00(4)   $77,273.52

Redeemable warrants(2)(5)

  17,250,000   $2.14(6)   $36,915,000.00(6)   $4,027.43

Common stock(2)(7)

  97,257,166   $0.0000033(8)   $320.95(8)   $0.04

Total

          $745,196,870.95   $81,300.99(9)

 

 

(1)

Immediately prior to the consummation of the Merger described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Reinvent Technology Partners, a Cayman Islands exempted company (“RTP”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which RTP’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by RTP (after the Domestication), the continuing entity following the Domestication, which will be renamed “Joby Aviation, Inc.” (“Joby Aviation”), as further described in the proxy statement/prospectus. As used herein, “Joby Aviation” refers to RTP after the Domestication, including after such change of name.

(2)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)

The number of shares of common stock of Joby Aviation being registered represents the number of Class A ordinary shares of RTP that were registered pursuant to the Registration Statement on Form S-1 (333-248497) (the “IPO Registration Statement”) and offered by RTP in its initial public offering (the “RTP public shares”). The RTP public shares automatically will be converted by operation of law into shares of common stock of Joby Aviation in the Domestication (“Joby Aviation public shares”).


Table of Contents
(4)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of RTP (the company to which Joby Aviation will succeed following the Domestication) on the NYSE on March 30, 2021 ($10.26 per Class A ordinary share) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation in accordance with Rule 457(f)(1) of the Securities Act

(5)

The number of redeemable warrants to acquire shares of common stock of Joby Aviation being registered represents the number of redeemable warrants to acquire Class A ordinary shares of RTP that were registered pursuant to the IPO Registration Statement and offered by RTP in its initial public offering (the “RTP public warrants”). The RTP public warrants automatically will be converted by operation of law into redeemable warrants to acquire shares of common stock of Joby Aviation in the Domestication (“Joby Aviation public warrants”).

(6)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of RTP (the company to which Joby will succeed following the Domestication) on the NYSE on March 30, 2021 ($2.14 per warrant) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(7)

The number of shares of common stock of Joby Aviation being registered represents the sum of (a) 65,886,505 shares of Joby Aviation common stock to be issued in connection with the Merger described herein (excluding shares of Joby Aviation common stock issued to current shareholders of Joby who already voted in favor of the Merger as described in the proxy statement/prospectus), (b) the product of (i) 6,665,964 shares of Joby common stock reserved for issuance upon the exercise of options to purchase Joby common stock outstanding as of June 4, 2021 and that may be issued after such date pursuant to the terms of the Merger Agreement described herein, which will convert into options to purchase shares of Joby Aviation common stock in accordance with the terms of the Merger Agreement described herein and (ii) an exchange ratio of 3.4705 shares of Joby Aviation common stock for each share of Joby common stock, and (c) the product of (i) 2,373,270 shares of Joby common stock reserved for issuance upon the settlement of Joby restricted stock units outstanding as of June 4, 2021 and that may be issued after such date pursuant to the terms of the Merger Agreement described herein, which will convert into restricted stock units, each of which will represent the right to receive one share of Joby Aviation common stock upon the satisfaction of vesting conditions in accordance with the terms of the Merger Agreement described herein and (ii) an exchange ratio of 3.4705 shares of Joby Aviation common stock for each share of Joby common stock.

(8)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933. Joby is a private company, no market exists for its securities and has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Joby securities expected to be exchanged in the Merger.

(9)

The filing fee has been previously paid.

*

Prior to the consummation of the Merger described herein, the Registrant intends to effect a deregistration under Article 206 of the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Reinvent Technology Partners (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Joby Aviation, Inc.”

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/ prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JUNE 11, 2021

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

AND SPECIAL MEETING OF PUBLIC WARRANT HOLDERS OF

REINVENT TECHNOLOGY PARTNERS

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

166,257,166 SHARES OF COMMON STOCK AND

17,250,000 REDEEMABLE WARRANTS

OF

REINVENT TECHNOLOGY PARTNERS

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN

THE STATE OF DELAWARE),

THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION,

WHICH WILL BE RENAMED “JOBY AVIATION, INC.”

IN CONNECTION WITH THE MERGER DESCRIBED HEREIN

The board of directors of Reinvent Technology Partners, a Cayman Islands exempted company (“RTP” and, after the Domestication as described below, “Joby Aviation”), has unanimously approved (1) the domestication of RTP as a Delaware corporation (the “Domestication”); (2) the merger of RTP Merger Sub Inc. (“Merger Sub”), a Delaware corporation and subsidiary of RTP, with and into Joby Aero, Inc. (“Joby”), a Delaware corporation (the “Merger”), with Joby surviving the Merger as a wholly owned subsidiary of Joby Aviation, pursuant to the terms of the Agreement and Plan of Merger, dated as of February 23, 2021, by and among RTP, Merger Sub and Joby, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Merger, RTP will change its name to “Joby Aviation, Inc.”

As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RTP (the “RTP Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Joby Aviation (the “Joby Aviation common stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RTP (the “RTP Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Joby Aviation common stock (which shares are not being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part), (3) each then issued and outstanding warrant of RTP (the “RTP warrants”) will convert automatically into a warrant to acquire one share of Joby Aviation common stock (the “Joby Aviation warrants”) pursuant to the Warrant Agreement, dated as of September 16, 2020 (the “Warrant Agreement”), between RTP and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each then issued and outstanding unit of RTP (the “RTP units”) will separate automatically into one share of Joby Aviation common stock, on a one-for-one basis, and one-fourth of one Joby Aviation warrant. Accordingly, this proxy statement/prospectus covers (1) 69,000,000 shares of Joby Aviation common stock to be issued in the Domestication and (2) 17,250,000 Joby Aviation warrants to be issued in the Domestication.

At the effective time of the Merger, among other things, all outstanding shares of Joby capital stock, including those issuable upon the conversion of the Warrant to Purchase Common Stock, by and between Joby and Silicon Valley Bank, dated as of March 29, 2017, and the Warrant to Purchase Common Stock, by and between Joby and Silicon Valley Bank, dated as of May 2, 2018, in each case, as amended on February 16, 2021 (collectively, the “SVB Warrants”) and the Warrant to Purchase Securities of Joby, dated March 19, 2021, by and between Joby and In-Q-Tel, Inc. (the “In-Q-Tel Warrant”, and together with the SVB Warrants, the “Joby Warrants”) (excluding the capital stock of Joby issued pursuant to the Note Conversion (as defined in the Merger Agreement)) as of immediately prior to the effective time of the Merger, and, together with shares of Joby common stock reserved in respect of Joby Awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Joby Aviation common stock, will be cancelled in


Table of Contents

exchange for the right to receive, or the reservation of, an aggregate of 500,000,000 shares of Joby Aviation common stock (at a deemed value of $10.00 per share), which, in the case of Joby Awards, will be shares underlying awards based on Joby Aviation common stock, representing a pre-transaction equity value of Joby of $5.0 billion (such total number of shares of Joby Aviation common stock, the “Aggregate Merger Consideration”). Specifically, (i) each share of Joby common stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the number of aggregate fully diluted number of shares of Joby common stock (“Exchange Ratio”), and (ii) each share of Joby Series Seed-1 Preferred Stock, Joby Series Seed-2 Preferred Stock, Joby Series A Preferred Stock, Joby Series B Preferred Stock and Joby Series C Preferred Stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Joby Awards is calculated assuming that all Joby Aviation Options are net-settled (although Joby Aviation Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including: (i) to the Joby PIPE Investors pursuant to the PIPE Investment which may be made under the terms of the respective Subscription Agreements, (ii) to Joby management and employees pursuant to the Joby Aviation, Inc. 2021 Incentive Award Plan or the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan or (iii) to the holder of the Uber Note, in each case as more fully described elsewhere in this proxy statement/prospectus.

With respect to Joby equity awards, all (i) options to purchase shares of Joby common stock (“Joby Options”) and (ii) restricted stock units based on shares of Joby common stock (“Joby RSU Awards”) outstanding as of immediately prior to the Merger (together, the “Joby Awards”) will be converted into (a) options to purchase shares of Joby Aviation common stock (“Joby Aviation Options”) and (b) awards of restricted stock units based on shares of Joby Aviation common stock (“Joby Aviation RSU Awards”), respectively. Accordingly, this proxy statement/prospectus also relates to the resale of 31,370,661 shares of Joby Aviation common stock acquired pursuant to the exercise of the Joby Aviation Options or received in settlement of the Joby Aviation RSU Awards following the Merger (the “Resale Shares”). The holders of the Resale Shares may from time to time sell, transfer or otherwise dispose of any or all of their Resale Shares in a number of different ways and at varying prices, and we will not receive any proceeds from such transactions. See “BCA Proposal  Consideration  Treatment of Joby Option and Restricted Stock Units.”

It is anticipated that, immediately following the Merger and related transactions, (1) existing public shareholders of RTP will own approximately 10.65% of outstanding Joby Aviation common stock, (2) existing stockholders of Joby (including the Joby PIPE Investors) will own approximately 75.35% of outstanding Joby Aviation common stock (inclusive of shares of Joby common stock issuable in respect of the Uber Note, Joby Options and Joby RSUs), (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) and the current independent directors of RTP will collectively own 4.44% of outstanding Joby Aviation common stock (assuming the 17,130,000 shares of Joby Aviation common stock converted from RTP Class B ordinary shares held by the Sponsor were fully vested), and (4) the Third Party PIPE Investors will own approximately 9.56% of outstanding Joby Aviation common stock. These percentages assume (i) that no public shareholders of RTP exercise their redemption rights in connection with the Merger, (ii) that Joby Aviation issues, or reserves in respect of Joby Awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Joby Aviation common stock, an aggregate of 500,000,000 shares of Joby Aviation common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, (iii) that the awards based on Joby Aviation common stock have not been vested (and therefore, the number of shares reserved in respect of such awards as part of the Aggregate Merger Consideration is excluded from the calculation of the foregoing percentages), (iv) that Joby Aviation issues 83,500,000 shares of Joby Aviation common stock to the PIPE Investors pursuant to the PIPE Investment, and (v) that Joby Aviation issues 7,690,169 shares of Joby Aviation common stock to the holder of the Uber Note. The Third Party PIPE Investors have agreed to purchase 61,900,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $619 million of gross proceeds. The Sponsor Related PIPE Investors have agreed to purchase 11,500,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $115 million of gross proceeds. The Joby PIPE Investors have agreed to purchase 10,100,000 shares of Joby Aviation common stock,


Table of Contents

at $10.00 per share, for approximately $101 million of gross proceeds. If the actual facts are different from these assumptions, the percentage ownership retained by RTP’s existing shareholders in the combined company will be different.

The RTP units, RTP Class A ordinary shares and RTP warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “RTP.U,” “RTP” and “RPT WS,” respectively. RTP will apply for listing, to be effective at the time of the Business Combination, of Joby Aviation common stock and Joby Aviation warrants on the NYSE under the proposed symbols                      and                      respectively. It is a condition of the consummation of the Business Combination described above that RTP receives confirmation from the NYSE that the securities have been approved for listing on NYSE, but there can be no assurance such listing conditions will be met or that RTP will obtain such confirmation from the NYSE. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination described above will not be consummated unless the NYSE condition set forth in the Merger Agreement is waived by the applicable parties.

This proxy statement/prospectus provides shareholders and public warrant holders of RTP with detailed information about the proposed Merger and other matters to be considered at the extraordinary general meeting of shareholders and special meeting of public warrant holders of RTP. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated                  , 2021,

and is first being mailed to RTP’s shareholders on or about                  , 2021.


Table of Contents

REINVENT TECHNOLOGY PARTNERS

A Cayman Islands Exempted Company

(Company Number 363990)

215 Park Avenue, Floor 11

New York, New York 10003

Dear Reinvent Technology Partners Shareholders and Public Warrant Holders:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “extraordinary general meeting”) and/or the special meeting of public warrant holders (the “Warrant Holders Meeting”) of Reinvent Technology Partners, a Cayman Islands exempted company (“RTP” and, after the Domestication, as described below, “Joby Aviation”), to be held at                    Eastern Time and                     Eastern Time, respectively, on                    , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartners/2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Whilst shareholders are encouraged to attend the meeting virtually, it is a requirement under Cayman Islands law for there to be a physical location of the meeting. The physical location of the meeting is the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301. You will be permitted to attend the extraordinary general meeting and/or the Warrant Holders Meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Based on current guidance, we do not anticipate being able to accommodate shareholders or Public Warrant Holders who wish to attend in person, and we strongly urge you to attend the extraordinary general meeting and/or the Warrant Holders Meeting virtually.

Only shareholders who held ordinary shares of RTP at the close of business on June 14, 2021 (the “Record Date”) will be entitled to vote at the extraordinary general meeting and at any adjournments thereof. Only warrant holders who held public warrants of RTP (the “Public Warrants,” and such holders, the “Public Warrant Holders”) at the close of business on June 14, 2021 will be entitled to vote at the Warrant Holders Meeting and at any adjournments thereof.

At the extraordinary general meeting, RTP shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 23, 2021 (as the same may be amended, the “Merger Agreement”), by and among RTP, RTP Merger Sub Inc. (“Merger Sub”) and Joby Aero, Inc. (“Joby”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of RTP to Delaware as described below, the merger of Merger Sub with and into Joby (the “Merger”), with Joby surviving the Merger as a wholly owned subsidiary of RTP, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus.

As a condition to the consummation of the Merger, the board of directors of RTP has unanimously approved a change of RTP’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”). As described in the accompanying proxy statement/prospectus, shareholders of RTP will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, RTP will change its name to “Joby Aviation, Inc.”

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RTP (the “RTP Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Joby Aviation (the “Joby Aviation common stock”), (2) each of the then issued and outstanding Class B ordinary

 

i


Table of Contents

shares, par value $0.0001 per share, of RTP (the “RTP Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of Joby Aviation common stock, (3) each then issued and outstanding warrant of RTP (the “RTP warrants”) will convert automatically into a warrant to acquire one share of Joby Aviation common stock (the “Joby Aviation warrants”) pursuant to the Warrant Agreement, dated as of September 16, 2020 (the “Warrant Agreement”), between RTP and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each then issued and outstanding unit of RTP (the “RTP units”) will separate automatically into one share of Joby Aviation common stock, on a one-for-one basis, and one-fourth of one Joby Aviation warrant. As used herein, “public shares” shall mean the RTP Class A ordinary shares (including those that underlie the RTP units) that were registered pursuant to the Registration Statements on Form S-1 (333-248497) and the shares of Joby Aviation common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal.”

Shareholders of RTP will also be asked to consider and vote upon (1) six separate proposals to approve material differences between RTP’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Joby Aviation (collectively, the “Organizational Documents Proposals”), (2) a proposal to elect                      directors who, upon consummation of the Business Combination, will be the directors of Joby Aviation (the “Director Election Proposal”), (3) a proposal to approve for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Joby Aviation common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors and the Joby PIPE Investors, pursuant to the PIPE Investment and (b) the Joby Stockholders (including the holder of the Uber Note) pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (4) a proposal to approve and adopt the Joby Aviation, Inc. 2021 Incentive Award Plan (the “Incentive Award Plan Proposal”), (5) a proposal to approve and adopt the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan (the “ESPP Proposal”) and (6) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

At the Warrant Holders Meeting, Public Warrant Holders will be asked to vote on the following proposals, as more fully described in the accompanying proxy statement/prospectus: (i) a proposal to amend the Warrant Agreement such that the exercise period for the warrants will commence 30 days after the first date on which RTP completes the Business Combination (such amendment, the “Warrant Amendment” and such proposal, the “Warrant Amendment Proposal”) and (ii) a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal,” and together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”). The Warrant Amendment Proposal is conditioned on the approval of the Condition Precedent Proposals. However, approval of the Warrant Amendment is not a condition to the consummation of the Business Combination, and the Condition Precedent Proposals are not conditioned on the approval of the Warrant Amendment Proposal. Accordingly, the Business Combination can be completed even if the Warrant Amendment Proposal is not approved. The Warrant Holders Adjournment Proposal is not conditioned on the approval of any other proposal.

At the effective time of the Merger (the “Closing”), among other things, all outstanding shares of Joby capital stock, including those issuable upon the conversion of the Warrant to Purchase Common Stock, by and between Joby and Silicon Valley Bank, dated as of March 29, 2017, and the Warrant to Purchase Common Stock,

 

ii


Table of Contents

by and between Joby and Silicon Valley Bank, dated as of May 2, 2018, in each case, as amended on February 16, 2021 (collectively, the “SVB Warrants”) the Warrant to Purchase Securities of Joby, dated March 19, 2021, by and between Joby and In-Q-Tel, Inc. (the “In-Q-Tel Warrant”, and together with the SVB Warrants, the “Joby Warrants”) (excluding the capital stock of Joby issued pursuant to the Note Conversion (as defined in the Merger Agreement)) as of immediately prior to the Closing, and, together with shares of Joby common stock reserved in respect of Joby Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Joby Aviation common stock, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 500,000,000 shares of Joby Aviation common stock (at a deemed value of $10.00 per share), which, in the case of Joby Awards, will be shares underlying awards based on Joby Aviation common stock, representing a pre-transaction equity value of Joby of $5.0 billion (the “Aggregate Merger Consideration”). Specifically, (i) each share of Joby common stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the number of aggregate fully diluted number of shares of Joby common stock (“Exchange Ratio”), and (ii) each share of Joby Series Seed-1 Preferred Stock, Joby Series Seed-2 Preferred Stock, Joby Series A Preferred Stock, Joby Series B Preferred Stock and Joby Series C Preferred Stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Joby Awards is calculated assuming that all Joby Aviation Options are net-settled (although Joby Aviation Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including: (i) to the Joby PIPE Investors pursuant to the PIPE Investment which may be made under the terms of the respective Subscription Agreements, (ii) to Joby management and employees pursuant to the Joby Aviation, Inc. 2021 Incentive Award Plan or the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan or (iii) to the holder of the Uber Note, in each case as more fully described elsewhere in the accompanying proxy statement/prospectus.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Sponsor Support Agreement, (ii) the Sponsor Agreement, (iii) the Lock-Up Agreements, (iv) the Registration Rights Agreement and (v) the PIPE Subscription Agreements. For additional information, see “BCA Proposal  Related Agreements” in the accompanying proxy statement/prospectus.

Pursuant to the Cayman Constitutional Documents, a holder of public shares (a “public shareholder”), which excludes shares held by the Sponsor and the current independent directors of RTP, may request that RTP redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, RTP’s transfer agent, Joby Aviation will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Joby Aviation common stock that will be redeemed immediately after consummation

 

iii


Table of Contents

of the Business Combination. See “Extraordinary General Meeting of RTP  Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director and officer of RTP have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 23, 2021, a copy of which is attached as Annex B to the accompanying proxy statement/prospectus (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and RTP’s independent directors collectively own 20.0% of the issued and outstanding ordinary shares.

The Merger Agreement provides that the obligations of Joby to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy RTP’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Joby or RTP) (such amount, the “Trust Amount”) plus the PIPE Investment Amount and the Uber Note Principal Amount (each as defined in the accompany proxy statement/prospectus), is at least equal to $1.0 billion (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of Joby. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will RTP redeem public shares in an amount that would cause Joby Aviation Inc.’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

RTP is providing the accompanying proxy statement/prospectus and accompanying proxy cards to RTP’s shareholders and Public Warrant Holders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and/or Warrant Holders Meeting and at any adjournments of the extraordinary general meeting or Warrant Holders Meeting. Information about the extraordinary general meeting, Warrant Holders Meeting, the Business Combination and other related business to be considered by RTP’s shareholders and Public Warrant Holders at the extraordinary general meeting and/or Warrant Holders Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting and/or Warrant Holders Meeting, all of RTP’s shareholders and Public Warrant Holders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of RTP has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger

 

iv


Table of Contents

Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to RTP’s shareholders in the accompanying proxy statement/prospectus. The board of directors of RTP has also unanimously approved the Warrant Amendment and unanimously recommends that Public Warrant Holders vote “FOR” the Warrant Amendment Proposal. When you consider the recommendation of these proposals by the board of directors of RTP, you should keep in mind that RTP’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder and/or a Public Warrant Holder. See the section entitled “BCA Proposal  Interests of RTP’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the terms of the Cayman Constitutional Documents, only the holders of the RTP Class B ordinary shares are entitled to vote on the election of directors to our board of directors. Pursuant to the Sponsor Support Agreement, the Sponsor and RTP’s independent directors, as holders of all of the RTP Class B ordinary shares, agreed to vote in favor of the Merger Agreement and the transactions contemplated thereby. Therefore, the Director Election Proposal is expected to be approved by the Sponsor and RTP’s independent directors at the extraordinary general meeting.

The Warrant Amendment Proposal must be approved by the holders of at least 50% of RTP’s outstanding Public Warrants. The approval of the Warrant Holders Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Public Warrant Holders present or represented by proxy and entitled to vote at the Warrant Holders Meeting.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting and/or Warrant Holders Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares and/or Public Warrants are represented at the extraordinary general meeting and/or Warrant Holders Meeting. If you hold your shares or Public Warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares and/or Public Warrants are represented and voted at the extraordinary general meeting and/or Warrant Holders Meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Warrant Amendment Proposal is conditioned upon the approval of the Condition Precedent Proposals. The Condition Precedent Proposals are not conditioned upon the approval of the Warrant Amendment Proposal. Accordingly, the Business Combination can be consummated even if the Warrant Amendment Proposal is not approved. The Adjournment Proposal and the Warrant Holders Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card(s) without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting and/or Warrant Holders Meeting. If you fail to return your proxy card(s) or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting and/or Warrant Holders Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and/or Warrant Holders Meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting or the Warrant Holders Meeting. A broker non-vote will not be counted towards the quorum

 

v


Table of Contents

requirement, as we believe all proposals presented to the shareholders and Public Warrant Holders will be considered non-discretionary, or count as a vote cast at the extraordinary general meeting or the Warrant Holders Meeting. If you are a shareholder of record and/or Public Warrant Holder of record and you attend the extraordinary general meeting and/or Warrant Holders Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND DELIVER YOUR SHARES TO RTP’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY DELIVER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of RTP’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

Michael Thompson

Chief Executive Officer, Chief Financial Officer and Director

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated                     , 2021 and is first being mailed to shareholders on or about                     , 2021.

 

vi


Table of Contents

REINVENT TECHNOLOGY PARTNERS

A Cayman Islands Exempted Company

(Company Number 363990)

215 Park Avenue, Floor 11

New York, New York 10003

NOTICE OF EXTRAORDINARY GENERAL MEETING

TO BE HELD ON                     , 2021

TO THE SHAREHOLDERS OF REINVENT TECHNOLOGY PARTNERS:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Reinvent Technology Partners, a Cayman Islands exempted company, company number 363990 (“RTP”), will be held at                     , Eastern Time, on                     , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartners/2021. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

 

   

Proposal No. 1  The BCA Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among RTP, RTP Merger Sub Inc. (“Merger Sub”) and Joby Aero, Inc. (“Joby”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Joby (the “Merger”), with Joby surviving the Merger as a wholly owned subsidiary of Joby Aviation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus (the “BCA Proposal”);

 

   

Proposal No. 2  The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of RTP’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (the “Domestication Proposal”);

 

   

Organizational Documents Proposals — to consider and vote upon the following six separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, the following material differences between RTP’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Reinvent Technology Partners (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), and the change of the name of RTP to “Joby Aviation, Inc.” in connection with the Business Combination (RTP after the Domestication, including after such change of name, is referred to herein as “Joby Aviation”):

 

  (A)

Proposal No. 3  Organizational Documents Proposal A — to authorize the change in the authorized share capital of RTP from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “RTP Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “RTP Preferred Shares”), to 1,400,000,000 shares of common stock, par value $0.0001 per share, of Joby Aviation, Inc. (the “Joby Aviation common stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Joby Aviation (the “Joby Aviation preferred stock”) (“Organizational Documents Proposal A”);

 

vii


Table of Contents
  (B)

Proposal No. 4  Organizational Documents Proposal B — to authorize the board of directors of Joby Aviation to issue any or all shares of Joby Aviation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by Joby Aviation’s board of directors and as may be permitted by the DGCL (“Organizational Documents Proposal B”);

 

  (C)

Proposal No. 5  Organizational Documents Proposal C — to provide that Joby Aviation’s board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term (“Organizational Documents Proposal C”);

 

  (D)

Proposal No. 6 — Organizational Documents Proposal D — to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation (“Organizational Documents Proposal D”);

 

  (E)

Proposal No. 7 — Organizational Documents Proposal E — to authorize the election not to be governed by Section 203 of the DGCL and, instead, be governed by a provision substantially similar to Section 203 of the DGCL (“Organizational Documents Proposal E”); and

 

  (F)

Proposal No. 8  Organizational Documents Proposal F — to authorize all other changes in connection with the amendment and replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from “Reinvent Technology Partners” to “Joby Aviation, Inc.”, (2) making Joby Aviation’s corporate existence perpetual, (3) removing certain provisions related to RTP’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination and (4) imposing a certain limit on the voting power of Joby Aviation capital stock owned by non-U.S. citizens, all of which RTP’s board of directors believes is necessary to adequately address the needs of Joby Aviation after the Business Combination (“Organizational Documents Proposal F”);

 

   

Proposal No. 9  The Director Election Proposal — to consider and vote upon a proposal to elect directors who, upon consummation of the Business Combination, will be the directors of Joby Aviation (the “Director Election Proposal”);

 

   

Proposal No. 10  The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Joby Aviation common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors and the Joby PIPE Investors, pursuant to the PIPE Investment and (b) the Joby Stockholders (including the holder of the Uber Note) pursuant to the Merger Agreement (the “Stock Issuance Proposal”);

 

   

Proposal No. 11  The Incentive Award Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Joby Aviation, Inc. 2021 Incentive Award Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex F (the “Incentive Award Plan Proposal”);

 

   

Proposal No. 12  The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex G (the “ESPP Proposal”); and

 

   

Proposal No. 13  The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

Each of Proposals No. 1 through 12 (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

 

viii


Table of Contents

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on June 14, 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

RTP is also holding a special meeting (the “Warrant Holders Meeting”) of holders of RTP public warrants (such warrants, the “Public Warrants”, and such holders, the “Public Warrant Holders”) for the Public Warrant Holders to consider and vote upon (i) a proposal to amend the Warrant Agreement, dated as of September 16, 2020 (the “Warrant Agreement”), between RTP and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, such that the exercise period for the warrants will commence 30 days after the first date on which RTP completes the Business Combination (such amendment, the “Warrant Amendment” and such proposal, the “Warrant Amendment Proposal”) and (ii) a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal”). The Warrant Amendment Proposal is conditioned upon the approval of Proposals No. 1 through 12. The Warrant Holders Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus and extraordinary general meeting proxy card is being provided to RTP’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of RTPs shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in Risk Factors beginning on page 33 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of RTP has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to RTP’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of RTP, you should keep in mind that RTP’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal  Interests of RTP’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of public shares of RTP (a “public shareholder”) may request of RTP that Joby Aviation redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

  i.

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and Public Warrants prior to exercising your redemption rights with respect to the public shares;

 

  ii.

submit a written request to Continental, RTP’s transfer agent, that Joby Aviation redeem all or a portion of your public shares for cash; and

 

  iii.

deliver your public shares to Continental, RTP’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

 

ix


Table of Contents

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, RTP’s transfer agent, Joby Aviation will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Joby Aviation common stock that will be redeemed promptly after consummation of the Business Combination. See “Extraordinary General Meeting of RTP — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Reinvent Sponsor LLC, a Cayman Islands limited liability company and shareholder of RTP (the “Sponsor”), and each director and officer of RTP have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 23, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/ prospectus, the Sponsor and RTP’s independent directors collectively own 20.0% of the issued and outstanding ordinary shares.

The Merger Agreement provides that the obligations of Joby to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy RTP’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Joby or RTP) (such amount, the “Trust Amount”) plus the PIPE Investment Amount and the Uber Note Principal Amount (each as defined in the accompanying proxy statement/prospectus), is at least equal to $1.0 billion (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of Joby. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will RTP redeem public shares in an amount that would cause Joby Aviation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

 

x


Table of Contents

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Under the terms of the Cayman Constitutional Documents, only the holders of the RTP Class B ordinary shares are entitled to vote on the election of directors to our board of directors. Pursuant to the Sponsor Support Agreement, the Sponsor and RTP’s independent directors, as holders of all of the RTP Class B ordinary shares, agreed to vote in favor of the Merger Agreement and the transactions contemplated thereby. Therefore, the Director Election Proposal is expected to be approved by the Sponsor and RTP’s independent directors at the extraordinary general meeting.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your extraordinary general meeting proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your extraordinary general meeting proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered non-discretionary, or count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RTP.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Reinvent Technology Partners,

, 2021

Michael Thompson

Chief Executive Officer, Chief Financial Officer and Director

 

xi


Table of Contents

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND DELIVER YOUR SHARES TO RTP’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY DELIVER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

xii


Table of Contents

REINVENT TECHNOLOGY PARTNERS

A Cayman Islands Exempted Company

(Company Number 363990)

215 Park Avenue, Floor 11

New York, New York 10003

NOTICE OF SPECIAL MEETING OF PUBLIC WARRANT HOLDERS

TO BE HELD ON              , 2021

TO THE PUBLIC WARRANT HOLDERS OF REINVENT TECHNOLOGY PARTNERS:

NOTICE IS HEREBY GIVEN that a special meeting of the public warrant holders (the “Warrant Holders Meeting”) of Reinvent Technology Partners, a Cayman Islands exempted company, company number 363990 (“RTP”), will be held at                , Eastern Time, on                         , 2020, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartners/2021. You are cordially invited to attend the Warrant Holders Meeting, which will be held for the following purposes:

 

   

Proposal No. 1  The Warrant Amendment Proposal — to consider and vote upon a proposal to amend the Warrant Agreement, dated as of September 16, 2020 (the “Warrant Agreement”), between RTP and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, such that the exercise period for the warrants will commence 30 days after the first date on which RTP completes the Business Combination (such amendment, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, the “Warrant Amendment” and such proposal, the “Warrant Amendment Proposal”); and

 

   

Proposal No. 2  The Warrant Holders Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and together with the Warrant Amendment Proposal, the “Warrant Holder Proposals”).

These Warrant Holder Proposals are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting.

Only holders of RTP’s public warrants (such warrants, the “Public Warrants” and such holders, the “Public Warrant Holders”) at the close of business on June 14, 2021 (the “Record Date”) are entitled to notice of and to vote and have their votes counted at the Warrant Holders Meeting and any adjournment of the Warrant Holders Meeting.                

The accompanying proxy statement/prospectus and Warrant Holders Meeting proxy card is being provided to RTP’s Public Warrant Holders in connection with the solicitation of proxies to be voted at the Warrant Holders Meeting and at any adjournment of the Warrant Holders Meeting. Whether or not you plan to attend the Warrant Holders Meeting, all of RTP’s Public Warrant Holders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 33 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of RTP unanimously approved the Warrant Holder Proposals and unanimously recommends that the Public Warrant Holders vote “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, if presented.

Pursuant to the Warrant Agreement, the Warrant Amendment is required to be approved by (i) at least 50% of the then outstanding Public Warrants and (ii) at least 50% of the then outstanding private placement

 

xiii


Table of Contents

warrants. The Sponsor, as a holder of all of the private placement warrants, is expected to approve the Warrant Amendment by written consent. As such, the Warrant Amendment Proposal must be approved by the holders of at least 50% of RTP’s outstanding Public Warrants. The approval of the Warrant Holders Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Public Warrant Holders present or represented by proxy and entitled to vote at the Warrant Holders Meeting. The Warrant Amendment will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.

Your vote is very important.    Whether or not you plan to attend the Warrant Holders Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your Public Warrants are represented at the Warrant Holders Meeting. If you hold your Public Warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your Public Warrants are represented and voted at the Warrant Holders Meeting. The Warrant Amendment Proposal is conditioned on the Condition Precedent Proposals further described in the accompanying proxy statement/prospectus. The Warrant Holders Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your Warrant Holders Meeting proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Warrant Holders Meeting. If you fail to return your Warrant Holders Meeting proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Warrant Holders Meeting, the effect will be, among other things, that your Public Warrants will not be voted. An abstention will be counted towards the quorum requirement, but will not count as a vote cast at the Warrant Holders Meeting, and will have (i) the same effect as a vote against the Warrant Amendment Proposal and (ii) no effect on the Warrant Holder Adjournment Proposal, if presented. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the Public Warrant Holders will be considered non-discretionary, or count as a vote cast at the Warrant Holders Meeting. If you are a Public Warrant Holder of record and you attend the Warrant Holders Meeting and wish to vote, you may withdraw your proxy and vote at the Warrant Holders Meeting.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your Public Warrants, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RTP.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of Reinvent Technology Partners,

, 2021

Michael Thompson

Chief Executive Officer, Chief Financial Officer and Director

 

xiv


Table of Contents

TABLE OF CONTENTS

 

     Page  

REFERENCES TO ADDITIONAL INFORMATION

     iii  

TRADEMARKS

     iv  

MARKET AND INDUSTRY DATA

     i  

SELECTED DEFINITIONS

     ii  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     vii  

QUESTIONS AND ANSWERS FOR SHAREHOLDERS AND PUBLIC WARRANT HOLDERS OF RTP

     ix  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     1  

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF JOBY

     24  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     27  

SUMMARY OF UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     29  

COMPARATIVE PER SHARE DATA

     30  

MARKET PRICE AND DIVIDEND INFORMATION

     33  

RISK FACTORS

     34  

EXTRAORDINARY GENERAL MEETING AND WARRANT HOLDERS MEETING OF RTP

     76  

BCA PROPOSAL

     86  

DOMESTICATION PROPOSAL

     129  

ORGANIZATIONAL DOCUMENTS PROPOSALS

     132  

ORGANIZATIONAL DOCUMENTS PROPOSAL A — APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED CAPITAL STOCK, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

     135  

ORGANIZATIONAL DOCUMENTS PROPOSAL B — APPROVAL OF PROPOSAL REGARDING ISSUANCE OF PREFERRED STOCK OF JOBY AVIATION AT THE BOARD OF DIRECTORS’ SOLE DISCRETION, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

     137  

ORGANIZATIONAL DOCUMENTS PROPOSAL C — APPROVAL OF PROPOSAL REGARDING ESTABLISHMENT OF A CLASSIFIED BOARD OF DIRECTORS

     139  

ORGANIZATIONAL DOCUMENTS PROPOSAL D — APPROVAL OF PROPOSAL REGARDING ADOPTION OF DELAWARE AS THE EXCLUSIVE FORUM FOR CERTAIN STOCKHOLDER LITIGATION

     141  

ORGANIZATIONAL DOCUMENTS PROPOSAL E — APPROVAL OF PROPOSAL REGARDING THE ELECTION NOT TO BE GOVERNED BY SECTION 203 OF THE DGCL AND, INSTEAD, BE GOVERNED BY A PROVISION SUBSTANTIALLY SIMILAR TO SECTION 203 OF THE DGCL

     143  

ORGANIZATIONAL DOCUMENTS PROPOSAL F — APPROVAL OF OTHER CHANGES IN CONNECTION WITH ADOPTION OF THE PROPOSED ORGANIZATIONAL DOCUMENTS

     145  

DIRECTOR ELECTION PROPOSAL

     148  

STOCK ISSUANCE PROPOSAL

     150  

INCENTIVE AWARD PLAN PROPOSAL

     152  

ESPP PROPOSAL

     159  

ADJOURNMENT PROPOSAL

     163  

WARRANT HOLDER PROPOSAL 1: WARRANT AMENDMENT PROPOSAL

     164  

WARRANT HOLDER PROPOSAL 2: WARRANT HOLDERS ADJOURNMENT PROPOSAL

     166  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     167  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     178  

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     186  

INFORMATION ABOUT RTP

     189  

 

i


Table of Contents
     Page  

RTP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     199  

INFORMATION ABOUT JOBY

     204  

JOBY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     219  

MANAGEMENT OF JOBY AVIATION FOLLOWING THE BUSINESS COMBINATION

     236  

EXECUTIVE COMPENSATION

     241  

BENEFICIAL OWNERSHIP OF SECURITIES

     245  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     249  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     256  

DESCRIPTION OF JOBY AVIATION SECURITIES

     259  

SECURITIES ACT RESTRICTIONS ON RESALE OF JOBY AVIATION SECURITIES

     263  

STOCKHOLDER PROPOSALS AND NOMINATIONS

     264  

SHAREHOLDER COMMUNICATIONS

     265  

LEGAL MATTERS

     266  

EXPERTS

     267  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     268  

ENFORCEABILITY OF CIVIL LIABILITY

     269  

WHERE YOU CAN FIND MORE INFORMATION

     270  

ANNEX A: MERGER AGREEMENT

     A-1  

ANNEX B: SPONSOR SUPPORT AGREEMENT

     B-1  

ANNEX C: FORM OF PROPOSED CERTIFICATE OF INCORPORATION

     C-1  

ANNEX D: FORM OF PROPOSED BYLAWS

     D-1  

ANNEX E: FORM OF WARRANT AMENDMENT

     E-1  

ANNEX F: JOBY AVIATION, INC. 2021 INCENTIVE AWARD PLAN

     F-1  

ANNEX G: JOBY AVIATION, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

     G-1  

ANNEX H: SPONSOR AGREEMENT

     H-1  

ANNEX I: FORM OF SUBSCRIPTION AGREEMENT

     I-1  

ANNEX J: FORM OF REGISTRATION RIGHTS AGREEMENT

     J-1  

ANNEX K: FORM OF MAJOR COMPANY EQUITYHOLDERS LOCK-UP AGREEMENT

     K-1  

ANNEX L: FORM OF OTHER COMPANY EQUITYHOLDERS LOCK-UP AGREEMENT

     L-1  

ANNEX M: CAYMAN CONSTITUTIONAL DOCUMENTS

     M-1  

 

ii


Table of Contents

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning RTP, without charge, by written request to Secretary at Reinvent Technology Partners, 215 Park Avenue, Floor 11, New York, New York 10003, or by telephone request at (212) 457-1272; or Morrow Sodali LLC, RTP’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing RTP.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for RTP’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of RTP and Warrant Holders Meeting to be held on                 , 2021, you must request the information no later than                , 2021, five business days prior to the date of the extraordinary general meeting and Warrant Holders Meeting.

 

iii


Table of Contents

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. RTP does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

 

iv


Table of Contents

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry and market data obtained from periodic industry publications, third-party studies and surveys, including from McKinsey & Company, Deloitte Consulting LLP, Booz Allen Hamilton, Morgan Stanley Research, National Aeronautics and Space Administration, Federal Aviation Administration, United Nations Department of Economic and Social Affairs, The Texas A&M Transportation Institute and the United States Environmental Protection Agency, as well as from filings of public companies in our industry and internal company surveys. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this proxy statement/prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report speaks as of its original publication date (and not as of the date of this proxy statement/prospectus). Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.

 

i


Table of Contents

SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

 

   

“2021 Plan” are to the Joby Aviation, Inc. 2021 Incentive Award Plan attached to this proxy statement/prospectus as Annex F;

 

   

“Allen & Co.” are to Allen & Company LLC;

 

   

“Ancillary Agreements” are to the Sponsor Support Agreement, the Written Consent, the Mutual Nondisclosure Agreement, dated as of November 25, 2020, between RTP and Joby (the “Confidentiality Agreement”) and the Sponsor Agreement, collectively;

 

   

“Available Cash” are to the amount as calculated by adding the Trust Amount and the PIPE Investment Amount;

 

   

“Business Combination” are to the Domestication together with the Merger;

 

   

“Cayman Constitutional Documents” are to RTP’s Amended and Restated Memorandum of Association (the “Existing Memorandum”) and RTP’s Amended and Restated Articles of Association (the “Existing Articles”), each as amended from time to time;

 

   

“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (As Revised);

 

   

“Closing” are to the closing of the Business Combination;

 

   

“Code” are to the Internal Revenue Code of 1986, as amended;

 

   

“Committed PIPE Investment Amount” are to at least $310,000,000, at least $100,000,000 of which shall be in respect to shares to be so purchased by Sponsor or one of its affiliates in the PIPE Investment;

 

   

“Company,” “we,” “us” and “our” are to RTP prior to the Domestication and to Joby Aviation after the Domestication, including after its change of name to Joby Aviation, Inc.;

 

   

“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the ESPP Proposal, collectively;

 

   

“Continental” are to Continental Stock Transfer & Trust Company;

 

   

“DGCL” are to the General Corporation Law of the State of Delaware;

 

   

“Domestication” are to the domestication of Reinvent Technology Partners as a corporation incorporated in the State of Delaware;

 

   

“ESPP” are to the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex G;

 

   

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

 

   

“Exchange Ratio” are to the quotient obtained by dividing (i) 500,000,000 by (ii) the aggregate — fully diluted number of shares of Joby common stock issued and outstanding immediately prior to the Merger (which is the aggregate number of shares of Joby common stock (a) issued and outstanding immediately prior to the Merger after giving effect to the exercise of the Joby Warrants, (b) issuable upon the conversion of the Joby preferred stock immediately prior to the Merger in accordance with Joby’s organizational documents, (c) issuable upon, or subject to, the exercise of Joby Options (whether or not then vested or exercisable) that are outstanding immediately prior to the Merger, assuming net settlement, or (d) subject to Joby RSUs (whether or not then vested) that are outstanding immediately prior to the Merger), excluding shares of Joby capital stock issuable pursuant to the Note Conversion;

 

ii


Table of Contents
   

“Founder Shares” are to the RTP Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering;

 

   

“GAAP” are to accounting principles generally accepted in the United States of America;

 

   

“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

 

   

“In-Q-Tel Exercise” are to the exercise prior to the effective time of the Merger of the In-Q-Tel Warrant;

 

   

“In-Q-Tel Warrant” are to the Warrant to Purchase Securities of Joby, dated March 19, 2021, by and between Joby and In-Q-Tel, Inc.;

 

   

“initial public offering” are to RTP’s initial public offering that was consummated on September 21, 2020;

 

   

“IPO registration statement” are to the Registration Statement on Form S-1 (333-248497) filed by RTP in connection with its initial public offering, which became effective on September 16, 2020;

 

   

“IRS” are to the U.S. Internal Revenue Service;

 

   

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

 

   

“Joby” are to Joby Aero, Inc. prior to the Business Combination;

 

   

“Joby Aviation common stock” are to shares of Joby Aviation common stock, par value $0.0001 per share;

 

   

“Joby Aviation, Inc.” are to RTP after the Domestication and its name change from Reinvent Technology Partners;

 

   

“Joby Aviation Options” are to options to purchase shares of Joby Aviation common stock;

 

   

“Joby Aviation RSU Awards” are to awards of restricted stock units based on shares of Joby Aviation common stock;

 

   

“Joby Awards” are to Joby Options and Joby RSUs;

 

   

“Joby capital stock” are to shares of Joby common stock and Joby preferred stock;

 

   

“Joby common stock” are to shares of Joby common stock, par value $0.00001 per share;

 

   

“Joby Equityholder Approval” are to the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, by the affirmative vote or written consent of the holders of at least (i) a majority of the outstanding shares of Joby capital stock and (ii) 60% of the outstanding shares of Joby preferred stock, voting as a single class on an as-converted basis;

 

   

“Joby Options” are to options to purchase shares of Joby common stock;

 

   

“Joby PIPE Investor” are to a PIPE Investor that is a holder of shares of Joby capital stock or securities exercisable for or convertible into Joby capital stock as of the date of the Merger Agreement and not a Sponsor Related PIPE Investor;

 

   

“Joby preferred stock” are to the Series Seed-1 preferred stock, Series Seed-2 preferred stock, Series A preferred stock, Series B preferred stock and Series C preferred stock of Joby;

 

   

“Joby RSU Awards” are to awards of restricted stock units based on shares of Joby common stock;

 

   

“Joby Stockholders” are to the stockholders of Joby and holders of Joby Awards prior to the Business Combination;

 

   

“Joby Warrants” are to the SVB Warrants and the In-Q-Tel Warrant;

 

iii


Table of Contents
   

“Liquidation Date” are to September 21, 2022 (or December 21, 2022 if RTP has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the initial public offering but has not completed the initial business combination within such 24-month period or, if such date is extended at a duly called extraordinary general meeting, such later date);

 

   

“Merger” are to the merger of Merger Sub with and into Joby, with Joby surviving the merger as a wholly owned subsidiary of Joby Aviation;

 

   

“Merger Agreement” are to the Agreement and Plan of Merger, dated as of February 23, 2021, by and among RTP, Merger Sub and Joby, as amended and modified from time to time;

 

   

“Minimum Cash Condition” are to the Trust Amount, the PIPE Investment Amount and the Uber Note Principal Amount, in the aggregate, being equal to or greater than $1.0 billion;

 

   

“Morgan Stanley” are to Morgan Stanley & Co. LLC;

 

   

“Note Conversion” are to the automatic conversion of the Uber Note into a number of shares of Joby capital stock in accordance with its terms;

 

   

“NYSE” are to the New York Stock Exchange;

 

   

“ordinary shares” are to the RTP Class A ordinary shares and the RTP Class B ordinary shares, collectively;

 

   

“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

 

   

“PIPE Investment” are to the purchase of shares of Joby Aviation common stock by the PIPE Investors pursuant to the Subscription Agreements, for a total aggregate purchase price of up to $835,000,000;

 

   

“PIPE Investment Amount” are to the aggregate gross purchase price actually received by RTP prior to or substantially concurrently with Closing for the shares in the PIPE Investment;

 

   

“PIPE Investors” are to those certain third-party investors, Joby Stockholders and affiliates of the Sponsor participating in the PIPE Investment pursuant to the Subscription Agreements;

 

   

“private placement warrants” are to the RTP private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of Joby Aviation issued as a matter of law upon the conversion thereof at the time of the Domestication;

 

   

“pro forma” are to giving pro forma effect to the Business Combination;

 

   

“Proposed Bylaws” are to the proposed bylaws of Joby Aviation upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex D;

 

   

“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Joby Aviation upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex C;

 

   

“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

 

   

“public shareholders” are to holders of public shares, whether acquired in RTP’s initial public offering or acquired in the secondary market;

 

   

“public shares” are to the RTP Class A ordinary shares (including those that underlie the units) that were offered and sold by RTP in its initial public offering and registered pursuant to the IPO registration statement or the shares of Joby Aviation common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

 

iv


Table of Contents
   

“Public Warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by RTP in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of Joby Aviation issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

 

   

“Public Warrant Holders” are to holders of Public Warrants, whether acquired in RTP’s initial public offering or acquired in the secondary market;

 

   

“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

 

   

“Registration Statement” are to the registration statement of which this proxy statement/prospectus forms a part.

 

   

“Reinvent Capital” are to Reinvent Capital LLC.

 

   

“Requisite Parties” are (i) the holders of at least 60% of the then outstanding shares of Joby preferred stock (voting as a single class and on an as-converted to Joby common stock basis), (ii) the holders of a majority of the then outstanding shares of Joby common stock and (iii) a majority of the members of the board of directors of Joby;

 

   

“RTP” are to Reinvent Technology Partners prior to the Domestication;

 

   

“RTP Class A ordinary shares” are to RTP’s Class A ordinary shares, par value $0.0001 per share;

 

   

“RTP Class B ordinary shares” are to RTP’s Class B ordinary shares, par value $0.0001 per share;

 

   

“RTP units” and “units” are to the units of RTP, each unit representing one RTP Class A ordinary share and one-fourth of one redeemable warrant to acquire one RTP Class A ordinary share, that were offered and sold by RTP in its initial public offering and registered pursuant to the IPO registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

 

   

“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;

 

   

“SEC” are to the United States Securities and Exchange Commission;

 

   

“Securities Act” are to the Securities Act of 1933, as amended;

 

   

“Sponsor” are to Reinvent Sponsor LLC, a Cayman Islands limited liability company;

 

   

“Sponsor Agreement” are to that certain Sponsor Agreement, dated as of February 23, 2021, by and among the Sponsor, RTP and Joby, as amended and modified from time to time;

 

   

“Sponsor Related PIPE Investors” are to a PIPE Investor that is an affiliate of the Sponsor (together with their permitted transferees);

 

   

“Sponsor Support Agreement” are to that certain Sponsor Support Agreement, dated as of February 23, 2021, by and among the Sponsor, RTP, the directors and officers of RTP, and Joby, as amended and modified from time to time;

 

   

“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

 

   

“Super 8-K” are to the Current Report on Form 8-K to be filed in accordance with the requirements of the Exchange Act and in connection with the transactions contemplated by the Merger Agreement;

 

   

“SVB Exercise” are to the automatic cashless exercise of the SVB Warrants immediately prior to the effective time of the Merger in accordance with their terms;

 

v


Table of Contents
   

“SVB Warrants” are to the Warrant to Purchase Common Stock, by and between Joby and Silicon Valley Bank, dated as of March 29, 2017, and the Warrant to Purchase Common Stock, by and between Joby and Silicon Valley Bank, dated as of May 2, 2018, in each case, as amended on February 16, 2021;

 

   

“Transaction Proposals” are to the Condition Precedent Proposals and the Adjournment Proposal (if necessary), collectively;

 

   

“Treasury Regulations” are to the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time;

 

   

“trust account” are to the trust account established at the consummation of RTP’s initial public offering at Morgan Stanley & Co. LLC and maintained by Continental, acting as trustee;

 

   

“Trust Agreement” are to the Investment Management Trust Agreement, dated September 6, 2020, by and between RTP and Continental Stock Transfer & Trust Company, as trustee;

 

   

“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy RTP’s obligations to its shareholders (if any) that exercise their redemption rights (but prior to payment of (x) any deferred underwriting commissions being held in the trust account and (y) any Joby transaction expenses or RTP transaction expenses);

 

   

“Uber Note” are to the Convertible Promissory Note, issued by Joby to Uber Technologies, Inc., dated as of January 11, 2021;

 

   

“Uber Note Principal Amount” are to $75,000,000;

 

   

“Warrant Agreement” are to the Warrant Agreement, dated as of September 16, 2020, by and between RTP and Continental Stock Transfer & Trust Company, as warrant agent; and

 

   

“warrants” are to the Public Warrants and the private placement warrants.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to RTP Class A ordinary shares, shares of Joby Aviation common stock or warrants include such securities underlying the units.

 

vi


Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, of RTP. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When RTP discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, RTP’s management.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

 

   

RTP’s ability to complete the Business Combination or, if RTP does not consummate such Business Combination, any other initial business combination;

 

   

satisfaction or waiver (if applicable) of the conditions to the Merger, including, among other things:

 

   

the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RTP and Joby, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) expiration or termination of the waiting period under the HSR Antitrust Improvements Act, (iv) receipt of approval for listing on NYSE, the Joby Aviation common stock to be issued in connection with the Merger, (v) that RTP have at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions;

 

   

that the amount of cash available in the trust account, after deducting the amount required to satisfy RTP’s obligations to its shareholders (if any) that exercise their rights to redeem their RTP Class A ordinary shares pursuant to the Cayman Constitutional Documents, plus the PIPE Investment Amount and the Uber Note Principal Amount, is at least equal to the Minimum Available Cash Amount;

 

   

the absence of a Joby Material Adverse Effect (as defined in this proxy statement/prospectus);

 

   

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

 

   

the projected financial information, anticipated growth rate, and market opportunity of Joby Aviation;

 

   

the ability to obtain or maintain the listing of Joby Aviation common stock and Joby Aviation warrants on NYSE following the Business Combination;

 

   

our public securities’ potential liquidity and trading;

 

   

our ability to raise financing in the future;

 

   

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

 

   

RTP officers and directors allocating their time to other businesses and potentially having conflicts of interest with RTP’s business or in approving the Business Combination;

 

   

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

 

vii


Table of Contents
   

the impact of the regulatory environment and complexities with compliance related to such environment; and

 

   

factors relating to the business, operations and financial performance of Joby and its subsidiaries, including:

 

   

the impact of the COVID-19 pandemic;

 

   

the ability of Joby to maintain an effective system of internal controls over financial reporting;

 

   

the ability of Joby to grow market share in its existing markets or any new markets it may enter;

 

   

the ability of Joby to respond to general economic conditions;

 

   

the ability of Joby to manage its growth effectively;

 

   

the ability of Joby to achieve and maintain profitability in the future;

 

   

the ability of Joby to access sources of capital to finance operations and growth;

 

   

the success of strategic relationships with third parties; and

 

   

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us or Joby. There can be no assurance that future developments affecting us or Joby will be those that RTP or Joby have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond RTP’s control or the control of Joby) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 33 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. RTP and Joby undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any RTP shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

 

viii


Table of Contents

QUESTIONS AND ANSWERS FOR SHAREHOLDERS AND PUBLIC WARRANT HOLDERS OF RTP

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting and Warrant Holders Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to RTP’s shareholders and Public Warrant Holders. RTP urges shareholders and Public Warrant Holders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the                          extraordinary general meeting and Warrant Holders Meeting, which will be held at                    , Eastern Time and                     , Eastern Time, respectively, on                    , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartners/2021. You will be permitted to attend the extraordinary general meeting and/or the Warrant Holders Meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Based on current guidance, we do not anticipate being able to accommodate shareholders or Public Warrant Holders who wish to attend in person, and we strongly urge you to attend the extraordinary general meeting and/or the Warrant Holders Meeting virtually. To participate in the extraordinary general meeting and/or Warrant Holders Meeting, visit https://www.cstproxy.com/reinventtechnologypartners/2021 and enter the control number included on the extraordinary general meeting proxy card and/or the Warrant Holders Meeting proxy card (collectively, the “proxy cards”), as applicable. You may register for the meeting as early 9:00 a.m., Eastern Time, on                     , 2021. If you hold your shares and/or Public Warrants through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement/prospectus.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

RTP shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Joby, with Joby surviving the merger as a wholly owned subsidiary of Joby Aviation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety. See the section entitled “BCA Proposal” for more detail.

As a condition to the Merger, RTP will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which RTP’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding RTP Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Joby Aviation common stock; (2) each of the then issued and outstanding RTP Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Joby Aviation common stock; (3) each then issued and outstanding RTP warrant will convert automatically into a Joby Aviation warrant, pursuant to the Warrant Agreement; and (4) each then issued and outstanding RTP unit will separate automatically into one share of Joby Aviation common stock, on a one-for-one basis, and one-fourth of one Joby Aviation warrant. See “Domestication Proposal” for additional information.

Shareholders of RTP will also be asked to consider and vote upon certain other proposals at the extraordinary general meeting, including proposals to approve material differences between RTP’s Amended and Restated Memorandum and Articles of Association (the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Joby Aviation (the “Proposed Organizational Documents”). Please see “What amendments will be made to the current constitutional documents of RTP?” and “What proposals are shareholders of RTP being asked to vote upon?” below.

 

ix


Table of Contents

RTP’s Public Warrant Holders are being asked to consider and vote upon the Warrant Amendment Proposal to amend the terms of the Warrant Agreement, such that the exercise period for the warrants will commence 30 days after the first date on which RTP completes the Business Combination (such amendment, the “Warrant Amendment” and such proposal the “Warrant Amendment Proposal”). A copy of the Warrant Amendment is attached to this proxy statement/prospectus as Annex E and you are encouraged to read it in its entirety. See the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal.

RTP’s Public Warrant Holders are also being asked to consider and vote upon, if presented, the Warrant Holders Adjournment Proposal to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal (the “Warrant Holders Adjournment Proposal” and together with the Warrant Amendment, the “Warrant Holder Proposals”). See the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal.

THE VOTE OF SHAREHOLDERS AND PUBLIC WARRANT HOLDERS IS IMPORTANT. SHAREHOLDERS AND PUBLIC WARRANT HOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF RTP AND JOBY, CAREFULLY AND IN ITS ENTIRETY.

 

Q:

What proposals are shareholders of RTP being asked to vote upon?

 

A:

At the extraordinary general meeting, RTP is asking holders of ordinary shares to consider and vote upon:

 

   

a proposal to approve by ordinary resolution and adopt the Merger Agreement (the “BCA Proposal”);

 

   

a proposal to approve by special resolution the Domestication (the “Domestication Proposal”);

 

   

the following six separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

 

   

to authorize the change in the authorized capital stock of RTP from (i) 500,000,000 RTP Class A ordinary shares, 50,000,000 RTP Class B ordinary shares and 5,000,000 preferred shares, each par value $0.0001 per share, to (ii) 1,400,000,000 shares of Joby Aviation common stock and 100,000,000 shares of Joby Aviation preferred stock;

 

   

to authorize the board of directors of Joby Aviation (the “Board”) to issue any or all shares of Joby Aviation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Board and as may be permitted by the DGCL;

 

   

to divide the Board into three classes with only one class of directors being elected in each year and each class serving a three-year term;

 

   

to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

 

   

to authorize the election not to be governed by Section 203 of the DGCL and, instead, be governed by a provision substantially similar to Section 203 of the DGCL; and

 

   

to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from “Reinvent Technology Partners” to “Joby Aviation, Inc.,” (2) making Joby Aviation’s corporate existence perpetual, (3) removing certain provisions related to RTP’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination and (4) imposing a certain limit on the voting power of Joby Aviation capital stock owned by non-U.S. citizens, all of which RTP’s board of directors believes is necessary to adequately address the needs of Joby Aviation after the Business Combination;

 

x


Table of Contents
   

a proposal to approve by ordinary resolution the election of                directors to serve staggered terms, who, upon consummation of the Business Combination, will be the directors of Joby Aviation (the “Director Election Proposal”);

 

   

a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of Joby Aviation common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investors and the Joby PIPE Investors, pursuant to the PIPE Investment and (b) the Joby Aviation stockholders (including the holder of the Uber Note) pursuant to the Merger Agreement (the “Stock Issuance Proposal”);

 

   

a proposal to approve by ordinary resolution the Joby Aviation, Inc. 2021 Incentive Award Plan, a copy of which is attached to this proxy statement/prospectus as Annex F (the “Incentive Award Plan Proposal”);

 

   

a proposal to approve by ordinary resolution the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan, a copy of which is attached to this proxy statement/prospectus as Annex G (the “ESPP Proposal”); and

 

   

a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

If RTP’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. See the sections entitled “BCA Proposal,” “Domestication Proposal,” “Organizational Documents Proposals,” “Director Election Proposal,” “Stock Issuance Proposal,” “Incentive Award Plan Proposal,” “ESPP Proposal” and “Adjournment Proposal.”

RTP will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of RTP should read it carefully.

After careful consideration, RTP’s board of directors has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of RTP and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of RTP’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTP and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTP’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal  Interests of RTP’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

Why is RTP holding the Warrant Holders Meeting?

 

A:

RTP is holding the Warrant Holders Meeting to seek approval from the Public Warrant Holders to amend the Warrant Agreement to provide that the exercise period for the warrants will commence 30 days after the first date on which RTP completes the Business Combination. A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/prospectus and a complete copy of the Amendment to the Warrant Agreement is attached hereto as Annex E.

 

xi


Table of Contents

The board of directors of RTP believes it is in the best interests of RTP and the warrant holders that the warrants be exercisable 30 days after the completion of the Business Combination. By allowing the warrant holders to exercise the warrants 30 days after the completion of the Business Combination (as opposed to the later of 12 months from the closing of RTP’s initial public offering or 30 days after the completion of a business combination), RTP is providing the warrant holders with the opportunity to realize any upside potential earlier. If the warrants are exercised or redeemed by RTP pursuant to the Warrant Agreement, RTP would also have more certainty as to its capital structure as the warrants would no longer be outstanding. See also “Risk Factors—Risks Related to the Business Combination and RTP—Pursuant to the terms of the Warrant Amendment, the warrants will become exercisable, and we will have the ability to redeem the warrants (subject to certain conditions), at any time commencing on the date that is 30 days after the completion of the Business Combination.”

In addition, at the Warrant Holders Meeting, the Public Warrant Holders will also be asked to approve a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, including, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal. This is referred to herein as the Warrant Holders Adjournment Proposal. This proposal will only be presented at the Warrant Holders Meeting if there are not sufficient votes to approve the Warrant Amendment Proposal.

 

Q:

What proposals are Public Warrant Holders being asked to vote upon?

 

A:

At the Warrant Holders Meeting, the Public Warrant Holders are being asked to vote on the following Warrant Holder Proposals:

 

   

a proposal to amend the Warrant Agreement such that the exercise period for the warrants will commence 30 days after the first date on which RTP completes the Business Combination; and

 

   

a proposal to approve the adjournment of the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Amendment Proposal.

RTP will hold the Warrant Holders Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Warrant Amendment and the other matters to be acted upon at the Warrant Holders Meeting. Public Warrant Holders of RTP should read it carefully.

After careful consideration, RTP’s board of directors has determined that the Warrant Amendment Proposal and Warrant Holders Adjournment Proposal are in the best interests of RTP and its Public Warrant Holders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals, if presented to the Warrant Holders Meeting.

 

Q:

Are the proposals conditioned on one another?

 

A:

Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Warrant Amendment Proposal is conditioned upon the approval of each of the Condition Precedent Proposals.

However, the Condition Precedent Proposals are not conditioned upon the approval of the Warrant Amendment Proposal. Accordingly, the Business Combination can be completed even if the Warrant Amendment Proposal is not approved. The Adjournment Proposal and the Warrant Holders Adjournment Proposal are not conditioned upon the approval of any other proposal.

 

xii


Table of Contents
Q:

Why is RTP proposing the Business Combination?

 

A:

RTP was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Joby has spent more than a decade designing and testing a piloted all-electric aircraft that can takeoff and land vertically, while cruising like a traditional airplane. The aircraft is quiet when taking off, near silent when flying overhead and is designed to transport a pilot and four passengers at speeds of up to 200 mph, with a maximum range of 150 miles on a single charge. The low noise enabled by the all-electric powertrain will allow the aircraft to operate around dense, urban areas while blending into the background noise of cities. With more than 1,000 successful test flights already completed, and to Joby’s knowledge the only electric vertical takeoff and landing (eVTOL) developer to agree to a G-1 certification basis to date, Joby believes its aircraft will be the first of its kind to earn airworthiness certification from the Federal Aviation Administration (FAA).

Based on its due diligence investigations of Joby and the industry in which it operates, including the financial and other information provided by Joby in the course of RTP’s due diligence investigations, the RTP board of directors (the “RTP Board”) believes that the Business Combination with Joby is in the best interests of RTP and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “BCA Proposal  RTP’s Board of Directors’ Reasons for the Business Combination” for additional information.

Although the RTP Board believes that the Business Combination with Joby presents a unique business combination opportunity and is in the best interests of RTP and its shareholders, the RTP Board did consider the following potentially material negative factors in arriving at that conclusion:

 

   

Potential Inability to Complete the Merger. The RTP Board considered the possibility that the Business Combination may not be completed and the potential adverse consequences to RTP if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing primarily outside of the control of the parties to the transaction, including the need for antitrust approval. Moreover, if RTP does not obtain shareholder approval at the extraordinary general meeting, RTP is obligated to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of (x) such shareholder approval being obtained and (y) August 18, 2021, which is 3 business days prior to August 23, 2021, the date on which the Merger Agreement may be terminated if RTP has not completed a business combination (under the Merger Agreement, the extraordinary general meeting shall not be held later than 3 business days prior to such date). This could limit RTP’s ability to seek an alternative business combination that RTP shareholders may prefer after such initial vote. The Merger Agreement also includes an exclusivity provision that prohibits RTP from soliciting other initial business combination proposals, which restricts RTP’s ability to consider other potential initial business combinations until the earlier of the termination of the Merger Agreement or the consummation of the Business Combination.

In addition, the RTP Board considered the risk that the current public shareholders of RTP would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to Joby Aviation following the consummation of the Business Combination and potentially requiring Joby to waive the condition under the Merger Agreement requiring that the funds in the trust account (after giving effect to redemptions but before the payment of deferred underwriting commissions or transaction expenses of RTP or Joby), together with the PIPE Investment Amount and the Uber Note Amount, is equal to or exceeds $1.0 billion, in order for the Business Combination to be consummated. As of March 31, 2021, without giving effect to any future redemptions that may occur, the trust account had approximately $690,021,213 invested in U.S. Treasury securities and money market funds that invest in U.S. government securities.

 

xiii


Table of Contents
   

Joby’s Business Risks. The RTP Board considered that RTP shareholders would be subject to the execution risks associated with Joby Aviation if they retained their public shares following the Closing, which were different from the risks related to holding public shares of RTP prior to the Closing. In this regard, the RTP Board considered that there were risks associated with successful implementation of Joby Aviation’s long term business plan and strategy and Joby Aviation realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control, such as the potential negative impact of the COVID-19 pandemic and related macroeconomic uncertainty. The RTP Board considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that RTP shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For an additional description of these risks, please see “Risk Factors.”

 

   

Post-Business Combination Corporate Governance. The RTP Board considered the corporate governance provisions of the Merger Agreement, the Sponsor Agreement and the Proposed Organizational Documents and the effect of those provisions on the governance of Joby Aviation following the Closing. Given that the existing stockholders of Joby will collectively control shares representing a majority of Joby Aviation’s outstanding shares of common stock upon completion of the Business Combination, and that the board of directors of Joby Aviation will be classified following the Closing pursuant to the terms of the Proposed Organizational Documents, the existing stockholders of Joby may be able to elect future directors and make other decisions (including approving certain transactions involving Joby Aviation and other corporate actions) without the consent or approval of any of RTP’s current shareholders, directors or management team. See the section entitled “Organizational Documents Proposals” for detailed discussions of the terms and conditions of the Proposed Organizational Documents. In addition, the Sponsor will have the right to designate a Class III director to the board of directors of Joby Aviation for the first and second terms of the Class III directors. The RTP Board was aware that such right is not generally available to shareholders of RTP, including shareholders that may hold a large number of shares. See “—Related Agreements” for detailed discussions of the terms and conditions of the Sponsor Agreement.

 

   

Limitations of Review. The RTP Board considered that they were not obtaining an opinion from any independent investment banking or accounting firm that the price RTP is paying to acquire Joby is fair to RTP or its shareholders from a financial point of view. In addition, the RTP senior management and RTP’s outside counsel reviewed only certain materials in connection with their due diligence review of Joby. Accordingly, the RTP Board considered that RTP may not have properly valued such business.

 

   

No Survival of Remedies for Breach of Representations, Warranties or Covenants of Joby. The RTP Board considered that the terms of the Merger Agreement provide that RTP will not have any surviving remedies against Joby after the Closing to recover for losses as a result of any inaccuracies or breaches of the Joby representations, warranties or covenants set forth in the agreement. As a result, RTP shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Joby prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The RTP Board determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current stockholders of Joby will be the majority stockholders in Joby Aviation.

 

   

Litigation. The RTP Board considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

 

xiv


Table of Contents
   

Fees and Expenses. The RTP Board considered the fees and expenses associated with completing the Business Combination.

 

   

Diversion of Management. The RTP Board considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Joby’s business.

 

   

No Third-Party Valuation. The RTP Board considered the fact that a third-party valuation or fairness opinion has not been obtained in connection with the Business Combination.

In addition to considering the factors described above, the RTP Board also considered other factors, including, without limitation:

 

   

Interests of RTP’s Directors and Executive Officers. The RTP Board considered the potential additional or different interests of RTP’s directors and executive officers, as described in the section entitled “—Interests of RTP’s Directors and Executive Officers in the Business Combination.” However, the RTP Board concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for RTP’s initial public offering and are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination by RTP with any other target business or businesses and (iii) a significant portion of the consideration to RTP’s directors and executive officers was structured to be realized based on the future performance of the Joby Aviation common stock. In addition, RTP’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

 

   

Role of Morgan Stanley and Allen & Co. The RTP Board considered: the fact that Morgan Stanley, as sole-bookrunning manager in RTP’s initial public offering, would receive approximately $24.2 million for deferred underwriting commissions upon completion of the Business Combination; the fact that Morgan Stanley and Allen & Co. would be paid pursuant to their engagement letters with Joby in their respective roles as financial advisors to Joby in connection with the Business Combination; the fact that Morgan Stanley and Allen & Co. were also serving as co-placement agents to RTP in connection with the PIPE Investment (although not receiving a separate fee for that work); and the existing investment by Allen & Co. and certain of its employees in Joby.

 

   

Other Risk Factors. The RTP Board considered various other risk factors associated with the business of Joby or the Business Combination, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

These factors are discussed in greater detail in the section entitled “BCA Proposal—RTP’s Board of Director’s Reasons for the Business Combination,” as well as in the sections entitled “Risk Factors—Risks Related to Joby’s Business and Industry.”

 

Q:

What will Joby Stockholders receive in return for RTP’s acquisition of all of the issued and outstanding equity interests of Joby?

 

A:

At the effective time of the Merger, among other things, all outstanding shares of Joby capital stock, including those issuable upon conversion of the Joby Warrants (excluding the capital stock of Joby issued pursuant to the Note Conversion), as of immediately prior to the effective time of the Merger, and, together with shares of Joby common stock reserved in respect of Joby Awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Joby Aviation common stock, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 500,000,000 shares of Joby Aviation common stock (at a deemed value of $10.00 per share), which, in the case of Joby Awards, will be shares underlying awards based on Joby Aviation common stock, representing a pre-transaction equity value of Joby of $5.0 billion (such total number of shares of Joby Aviation common

 

xv


Table of Contents
  stock, the “Aggregate Merger Consideration”). Specifically, (i) each share of Joby common stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration by (y) the number of aggregate fully diluted number of shares of Joby common stock (“Exchange Ratio”), and (ii) each share of Joby Series Seed-1 Preferred Stock, Joby Series Seed-2 Preferred Stock, Joby Series A Preferred Stock, Joby Series B Preferred Stock and Joby Series C Preferred Stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Joby Awards is calculated assuming that all Joby Aviation Options are net-settled (although Joby Aviation Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including: (i) to the Joby PIPE Investors pursuant to the PIPE Investment which may be made under the terms of the respective Subscription Agreements, (ii) to Joby management and employees pursuant to the Joby Aviation, Inc. 2021 Incentive Award Plan or the Joby Aviation, Inc. 2021 Employee Stock Purchase Plan or (iii) to the holder of the Uber Note, in each case as more fully described elsewhere in this proxy statement/prospectus. For further details, see “BCA Proposal  The Merger Agreement  Consideration  Aggregate Merger Consideration.”

 

Q:

What is the value of the consideration to be received in the Merger?

 

A:

The exact value of the consideration to be received by holders of equity interests of Joby at the Closing will depend on the price of RTP ordinary shares as of such time and the aggregate fully diluted number of shares of Joby common stock as of such time, and will not be known with certainty until the Closing.

For informational purposes only, assuming (i) a purchase price of $5.0 billion, (ii) aggregate fully diluted number of shares of Joby common stock as of Closing of 144,073,387 (and a resulting Exchange Ratio of approximately 3.4705) and (iii) a market price of RTP ordinary shares of $10.10 per share (based on the closing price of RTP ordinary shares on the NYSE on June 8, 2021), if the Closing had occurred on June 8, 2021, then, giving effect to the Domestication, each share of Joby capital stock would have been canceled and converted into the right to receive 500,000,000 shares of Joby Aviation common stock with an aggregate market value (based on the market price of RTP ordinary shares as of such date) of approximately $5.1 billion.

We have provided the above calculations for informational purposes only based on the assumptions set forth above. The actual Exchange Ratio will be determined at the Closing pursuant to the formula and terms set forth in the Merger Agreement. The aggregate fully diluted number of shares of Joby common stock as of Closing, and the market price of RTP ordinary shares assumed for purposes of the foregoing illustration are each subject to change, and the actual values for such inputs at the time of the Closing could result in the actual Exchange Ratio and the value of the consideration to be received by holders of equity interests in Joby being more or less than the amounts reflected above. We urge you to obtain current market quotations for RTP ordinary shares.

The 69,000,000 shares of Joby Aviation common stock into which the 69,000,000 RTP Class A ordinary shares collectively held by RTP’s public shareholders will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $696.9 million based upon the closing price of $10.10 per share on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 17,250,000 Joby Aviation warrants into which the 17,250,000 Public Warrants will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $36.4 million based upon the closing price of $2.11 per warrant on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the above assumed prices, the aggregate value RTP public shareholders and Public Warrant Holders will receive with the Business Combination and

 

xvi


Table of Contents

related transactions is approximately $733.3 million. The 17,130,000 shares of Joby Aviation common stock into which the 17,130,000 Founder Shares held by the Sponsor will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted, fully vested and freely tradable, would have had an aggregate market value of approximately $173.0 million based upon the closing price of $10.10 per share on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 120,000 shares of Joby Aviation common stock into which the 120,000 Founder Shares held by RTP’s independent directors will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.2 million based upon the closing price of $10.10 per share on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 11,533,333 Joby Aviation warrants into which the 11,533,333 private placement warrants held by the Sponsor will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $24.3 million based upon the closing price of $2.11 per warrant on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Sponsor Related PIPE Investors have subscribed for $115,000,000 of the PIPE Investment, for which they will receive up to 11,500,000 shares of Joby Aviation common stock, which, if unrestricted and freely tradable, would have had an aggregate market value of approximately $116.2 million based upon the closing price of $10.10 per share on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the current price, the aggregate value Sponsor and related parties will receive with the Business Combination and related transactions is approximately $313.5 million, of which approximately $173.0 million will be subject to a lock-up and price vesting.

 

Q:

What equity stake will current RTP shareholders and Joby Stockholders hold in Joby Aviation immediately after the consummation of the Business Combination?

 

A:

As of the date of this proxy statement/prospectus, there are 86,250,000 ordinary shares issued and outstanding, which includes the 17,250,000 Founder Shares held by the Sponsor and RTP’s independent directors and 69,000,000 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 28,783,333 warrants, which includes the 11,533,333 private placement warrants held by the Sponsor and 17,250,000 Public Warrants. Each whole warrant entitles the holder thereof to purchase one RTP Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Joby Aviation common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the RTP fully diluted share capital would be 115,033,333.

It is anticipated that, immediately following the Merger and related transactions, (1) existing public shareholders of RTP will own approximately 10.65% of outstanding Joby Aviation common stock, (2) existing stockholders of Joby (including the Joby PIPE Investors) will own approximately 75.35% of outstanding Joby Aviation common stock (inclusive of shares of Joby Aviation common stock issuable in respect of the Uber Note), (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) and the current independent directors of RTP will collectively own 4.44% of outstanding Joby Aviation common stock (assuming the 17,130,000 shares of Joby Aviation common stock converted from RTP Class B ordinary shares held by the Sponsor were fully vested), and (4) the Third Party PIPE Investors will own approximately 9.56% of outstanding Joby Aviation common stock. These percentages assume (i) that no public shareholders of RTP exercise their redemption rights in connection with the Merger, (ii) that Joby Aviation issues, or reserves in respect of Joby Awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Joby Aviation common stock, an aggregate of 500,000,000 shares of Joby Aviation common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, (iii) that the awards based on Joby Aviation common stock have not been vested (and therefore, the number of shares reserved in respect of such awards as part of the Aggregate Merger Consideration is excluded from the calculation of the foregoing percentages), (iv) that Joby Aviation

 

xvii


Table of Contents

issues 83,500,000 shares of Joby Aviation common stock to the PIPE Investors pursuant to the PIPE Investment, and (v) that Joby Aviation issues 7,690,169 shares of Joby Aviation common stock to the holder of the Uber Note (as defined in the Merger Agreement). The Third Party PIPE Investors have agreed to purchase 61,900,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $619 million of gross proceeds. The Sponsor Related PIPE Investors have agreed to purchase 11,500,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $115 million of gross proceeds. The Joby PIPE Investors have agreed to purchase 10,100,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $101 million of gross proceeds. If the actual facts are different from these assumptions, the percentage ownership retained by RTP’s existing shareholders in the combined company will be different.

The following table illustrates varying ownership levels in Joby Aviation immediately following the consummation of the Business Combination based on the assumptions above.

 

     Share Ownership in Joby Aviation  
     No Redemptions      Maximum Redemptions (1)  
     Number of
Shares
     Percentage
of
Outstanding
Shares
     Number of
Shares
     Percentage
of
Outstanding
Shares
 

Joby Aviation Stockholders (2)

     487,978,779        83.04        487,978,779        75.35  

RTP’s public shareholders

     69,000,000        10.65        8,999,726        1.53  

Sponsor, its related parties and RTP independent directors (3)

     28,750,000        4.44        28,750,000        4.89  

Third Party PIPE Investors

     61,900,000        9.56        61,900,000        10.53  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     647,628,779        100.00        587,628,505        100.00  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Assumes additional redemptions of 60,000,274 Class A public shares of RTP in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of March 31, 2021.

(2)

Includes (a) 470,188,611 shares expected to be issued to existing Joby common and preferred shareholders (including holders of the Joby Warrants, which will convert into Joby capital stock immediately prior to the Business Combination), 9,268,122 shares of which are subject to repurchase related to early exercised stock options and unvested restricted stock awards (of which 507,560 are restricted stock awards), (b) 10,100,000 shares subscribed for by the Joby PIPE Investors and (c) 7,690,169 shares expected to be issued to the holder of the Uber Note. These share amounts may not sum due to rounding.

(3)

Includes 17,130,000 shares held by the Sponsor (the “Sponsor Shares”) (assuming such shares were fully vested), 11,500,000 shares subscribed for by the Sponsor Related PIPE Investors and 120,000 shares held by the current independent directors of RTP. The Sponsor Shares are subject to a vesting schedule with 20% of the Sponsor Shares vesting in tranches when the VWAP of the Joby Aviation common stock is greater than $12.00, $18.00, $24.00, $32.00 and $50.00 for any 20 trading days within a period of 30 trading days. After 10 years following the Closing, the Sponsor agrees to forfeit any Sponsor Shares which have not yet vested.

For further details, see “BCA Proposal  The Merger Agreement  Consideration  Aggregate Merger Consideration.”

 

Q:

What is the maximum number of shares that may be redeemed in order for RTP to satisfy the Minimum Cash Condition?

 

A:

Assuming the PIPE Investment is completed, the maximum number of shares that may be redeemed in order for RTP to satisfy the Minimum Cash Condition is 60,000,274.

 

Q:

How has the announcement of the Business Combination affected the trading price of the RTP Class A ordinary shares?

 

A:

On February 23, 2021, the trading date before the public announcement of the Business Combination, RTP’s public units, Class A ordinary shares and Public Warrants closed at $13.82, $12.94 and $4.05,

 

xviii


Table of Contents
  respectively. On May 5, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, RTP’s public units, Class A ordinary shares and Public Warrants closed at $10.35, $9.91 and $1.87, respectively.

 

Q:

Will the Company obtain new financing in connection with the Business Combination?

 

A:

Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 83,500,000 shares of Joby Aviation common stock, for approximately $835,000,000 of gross proceeds, in the PIPE Investment, a portion of which is expected to be funded by the Sponsor Related PIPE Investors and Joby PIPE Investors. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See “BCA Proposal  Related Agreements  Subscription Agreements.”

 

Q:

Why is RTP proposing the Domestication?

 

A:

Our board of directors believes that there are significant advantages to us that will arise as a result of a change of RTP’s domicile to Delaware. Further, RTP’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. RTP’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal  Reasons for the Domestication.”

To effect the Domestication, RTP will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which RTP will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to the closing of the Merger under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered non-discretionary, or count as a vote cast at the extraordinary general meeting.

 

Q:

What amendments will be made to the current constitutional documents of RTP?

 

A:

The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, RTP’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace RTP’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:

 

    

The Cayman Constitutional Documents

  

The Proposed Organizational Documents

Authorized Shares

Organizational Documents

Proposal A)

   The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 RTP Class A ordinary shares, 50,000,000 RTP Class B ordinary shares and 5,000,000 preferred shares.    The Proposed Organizational Documents authorize 1,500,000,000 shares, consisting of 1,400,000,000 shares of Joby Aviation common stock and 100,000,000 shares of Joby Aviation preferred stock.
   See paragraph 5 of the Existing Memorandum.    See Article Fourth of the Proposed Certificate of Incorporation.

 

xix


Table of Contents
    

The Cayman Constitutional Documents

  

The Proposed Organizational Documents

Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B)    The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by RTP’s board of directors. Accordingly, RTP’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of RTP to carry out a conversion of RTP Class B ordinary shares on the Closing Date, as contemplated by the Existing Articles).    The Proposed Organizational Documents authorize the Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Board may determine.
   See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles.    See Article Fifth, subsection (B) of the Proposed Certificate of Incorporation.
Classified Board (Organizational Documents Proposal C)    The Cayman Constitutional Documents provide that RTP board of directors shall be composed of one class.    The Proposed Organizational Documents provide that the Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term.
   See Article 29 of the Existing Articles.    See Article Seventh of the Proposed Certificate of Incorporation.
Exclusive Forum (Organizational Documents Proposal D)    The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.    The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
      See Article Twelfth of the Proposed Certificate of Incorporation.
Takeovers by Interested Stockholders (Organizational Documents Proposal E)    The Cayman Constitutional Documents do not provide restrictions on takeovers of RTP by a related shareholder following a business combination.    The Proposed Organizational Documents will have Joby Aviation elect not to be governed by Section 203 of the DGCL relating to takeovers by interested stockholders but will provide other similar restrictions regarding takeovers by interested stockholders.
      See Article Tenth of the Proposed Certificate of Incorporation.

 

xx


Table of Contents
    

The Cayman Constitutional Documents

  

The Proposed Organizational Documents

Corporate Name (Organizational Documents Proposal F)    The Cayman Constitutional Documents provide that the name of the company is “Reinvent Technology Partners”    The Proposed Organizational Documents provide that the name of the corporation will be “Joby Aviation, Inc.”
   See paragraph 1 of the Existing Memorandum.    See Article First of the Proposed Certificate of Incorporation.
Perpetual Existence (Organizational Documents Proposal F)    The Cayman Constitutional Documents provide that if RTP does not consummate a business combination (as defined in the Cayman Constitutional Documents) September 21, 2022 (or December 21, 2022 if RTP has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the initial public offering but has not completed the initial business combination within such 24-month period or if such date is extended at a duly called extraordinary general meeting, such later date), RTP will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate RTP’s trust account.    The Proposed Organizational Documents do not include any provisions relating to Joby Aviation’s ongoing existence; the default under the DGCL will make Joby Aviation’s existence perpetual.
   See Article 49 of the Cayman Constitutional Documents.    Default rule under the DGCL.
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal F)    The Cayman Constitutional Documents include various provisions related to RTP’s status as a blank check company prior to the consummation of a business combination.    The Proposed Organizational Documents do not include such provisions related to RTP’s status as a blank check company, which no longer will apply upon consummation of the Merger, as RTP will cease to be a blank check company at such time
   See Article 49 of the Cayman Constitutional Documents.   
Provisions Related to Limitation on Non-U.S. Voting Power (Organizational Documents Proposal F)    The Cayman Constitutional Documents do not impose a limit on the voting power of the outstanding capital stock of RTP owned by non-U.S. citizens.    The Proposed Organizational Documents contain certain provisions prohibiting non-U.S. citizens from owning and/or controlling more than 25% of the voting power of Joby Aviation capital stock.
      See Sections 8.2 – 8.4 of the Proposed Bylaws.

 

xxi


Table of Contents
Q:

How will the Domestication affect my ordinary shares, warrants and units?

 

A:

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding RTP Class A ordinary shares, will convert automatically, on a one-for-one basis, into a share of Joby Aviation common stock, (2) each of the then issued and outstanding RTP Class B ordinary shares, will convert automatically, on a one-for-one basis, into a share of Joby Aviation common stock, (3) each then issued and outstanding RTP warrants will convert automatically into a Joby Aviation warrant pursuant to the Warrant Agreement and (4) each then issued and outstanding RTP units will separate automatically into one share of Joby Aviation common stock, on a one-for-one basis, and one-fourth of one Joby Aviation warrant. See “Domestication Proposal” for additional information.

 

Q:

What are the U.S. federal income tax consequences of the Domestication?

 

A:

As discussed more fully under “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations,” U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

 

   

A U.S. Holder whose RTP Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of RTP’s earnings in income;

 

   

A U.S. Holder whose RTP Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of RTP stock entitled to vote and less than 10% of the total value of all classes of RTP stock will generally recognize gain (but not loss) on the exchange of RTP Class A ordinary shares for Joby Aviation common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its RTP Class A ordinary shares provided certain other requirements are satisfied; and

 

   

A U.S. Holder who on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of RTP stock entitled to vote or 10% or more of the total value of all classes of RTP stock will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its RTP Class A ordinary shares.

RTP does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations,” RTP believes that it is likely classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of RTP Class A ordinary shares or warrants for Joby Aviation common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations  PFIC Considerations—QEF Election and Mark-to-Market Election” with respect to their RTP Class A

 

xxii


Table of Contents

ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available with respect to RTP warrants, and the application of the PFIC rules to RTP warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations.”

Each U.S. Holder of RTP Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of RTP Class A ordinary shares and warrants for Joby Aviation common stock and warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s Joby Aviation common stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

 

Q:

Do I have redemption rights?

 

A:

If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and RTP’s independent directors have agreed to waive their redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

 

Q:

How do I exercise my redemption rights?

 

A:

If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

 

  i.

(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

 

  ii.

submit a written request to Continental, RTP’s transfer agent, that Joby Aviation redeem all or a portion of your public shares for cash; and

 

  iii.

deliver your public shares to Continental, RTP’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

 

xxiii


Table of Contents

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, RTP’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, RTP’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of RTP’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with RTP’s consent, until the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, RTP’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that RTP’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, RTP’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, RTP’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, RTP’s agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, Joby Aviation will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Joby Aviation common stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

 

Q:

If I am a holder of units, can I exercise redemption rights with respect to my units?

 

A:

No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If you hold

 

xxiv


Table of Contents
  your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and Public Warrants, or if you hold units registered in your own name, you must contact Continental, RTP’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, RTP’s transfer agent, by 5:00 p.m., Eastern Time, on                    , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its Joby Aviation common stock will generally be treated as selling such Joby Aviation common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Joby Aviation common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as the potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

 

Q:

What happens to the funds deposited in the trust account after consummation of the Business Combination?

 

A:

Following the closing of RTP’s initial public offering, a total of $690,000,000, comprised of proceeds from RTP’s initial public offering and the sale of the private placement warrants, was placed in the trust account. As of March 31, 2021, funds in the trust account totaled $690,021,213 and were invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. These funds will remain in the trust account, except for the withdrawal of interest to fund RTP’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of RTP’s obligation to redeem 100% of the public shares if it does not complete a business combination by September 21, 2022 (or December 21, 2022 if RTP has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the initial public offering but has not completed the initial business combination within such 24-month period) or with respect to any other provision relating to stockholders’ rights or pre-business combination activity, and (3) the redemption of all of the public shares if RTP is unable to complete a business combination by September 21, 2022 (or December 21, 2022, as applicable), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of RTP public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Joby Aviation following the Business Combination. See “Summary of the Proxy Statement/Prospectus  Sources and Uses of Funds for the Business Combination.”

 

xxv


Table of Contents
Q:

What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?

 

A:

Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

The Merger Agreement provides that the obligations of Joby to consummate the Merger are conditioned on, among other things, the satisfaction of the Minimum Cash Condition. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. There can be no assurance that Joby could and would waive the Minimum Cash Condition. In addition, pursuant to the Cayman Constitutional Documents, in no event will we redeem public shares in an amount that would cause Joby Aviation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

 

Q:

What conditions must be satisfied to complete the Business Combination?

 

A:

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by RTP’s shareholders of the Business Combination and related agreements and transactions, (ii) receipt of the Joby Equityholder Approval, (iii) the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, (iv) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on NYSE of the shares of Joby Aviation common stock to be issued in connection with the Merger and the expiration or early termination of the waiting period or periods under the HSR Act), (v) that RTP has at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions.

Other conditions to Joby’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Domestication has been completed, (ii) the Available Cash (the sum of the Trust Amount and PIPE Investment Amount) plus the Uber Note Principal Amount is equal to or greater than the Minimum Available Cash Amount and (iii) receipt of letters of resignation from the current directors of RTP. Further, another condition to RTP’s obligations to consummate the Merger is the absence of a Joby Material Adverse Effect (as defined in this proxy statement/prospectus).

For more information about conditions to the consummation of the Business Combination, see “BCA Proposal  The Merger Agreement.”

 

Q:

When do you expect the Business Combination to be completed?

 

A:

It is currently expected that the Business Combination will be consummated early in the third quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to RTP shareholders at the extraordinary general meeting. However, such meetings could be adjourned if the Adjournment Proposal is adopted at the extraordinary general meeting, and RTP elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “BCA Proposal  The Merger Agreement.”

 

Q:

What happens if the Business Combination is not consummated?

 

A:

RTP will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If RTP is not able to complete the Business Combination with Joby by the Liquidation

 

xxvi


Table of Contents
  Date and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, RTP will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

 

Q:

Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

 

A:

Neither RTP’s shareholders nor RTP’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

 

Q:

What do I need to do now?

 

A:

RTP urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or how the Warrant Amendment will affect you as a Public Warrant Holder. RTP’s shareholders and Public Warrant Holders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy cards, as applicable.

 

Q:

How do I vote?

 

A:

If you are a holder of record of ordinary shares and/or Public Warrants on the record date for the extraordinary general meeting and/or Warrant Holders Meeting, respectively, you may vote in person virtually at the extraordinary general meeting and/or Warrant Holders Meeting, respectively, or by submitting a proxy for the extraordinary general meeting and/or Warrant Holders Meeting, respectively. You may submit your proxy by completing, signing, dating and returning the enclosed proxy cards, as applicable, in the accompanying pre-addressed postage-paid envelope. If you hold your shares or Public Warrants in “street name,” which means your shares or Public Warrants are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares and/or Public Warrants you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares and/or Public Warrants or, if you wish to virtually attend the extraordinary general meeting and/or Warrant Holders Meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

 

Q:

If my shares and/or Public Warrants are held in “street name,” will my broker, bank or nominee automatically vote my shares and/or Public Warrants for me?

 

A:

No. If your shares and/or Public Warrants are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares and/or Public Warrants held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and/or Public Warrants and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares and/or Public Warrants. Under the rules of various national and regional securities exchanges, your broker,

 

xxvii


Table of Contents
  bank, or nominee cannot vote your shares and/or Public Warrants with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders and Public Warrant Holders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares and/or Public Warrants without your instruction. Your bank, broker, or other nominee can vote your shares and/or Public Warrants only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and/or Public Warrants and you should instruct your broker to vote your shares and/or Public Warrants in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares or Public Warrants, as applicable, will not be voted on that proposal. This is called a “broker non-vote.” A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders and Public Warrant Holders will be considered non-discretionary, or count as a vote cast at the extraordinary general meeting or the Warrant Holders Meeting.

 

Q:

When and where will the extraordinary general meeting be held?

 

A:

The extraordinary general meeting will be held at                     , Eastern Time, on               , 2021 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartners/2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

 

Q:

When and where will the Warrant Holders Meeting be held?

 

A:

The Warrant Holders Meeting will be held at                     , Eastern Time, on               , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartners/2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

 

Q:

How do I attend a virtual meeting?

 

A:

As a registered shareholder or Public Warrant Holder, you will receive the applicable proxy card(s) from Continental Stock Transfer. The form contains instructions on how to attend the virtual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Continental support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting at 9:00 a.m., Eastern Time, on               , 2021. Enter the URL address into your browser https://www.cstproxy.com/reinventtechnologypartners/2021, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

Beneficial investors, who own their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

 

xxviii


Table of Contents

If you do not have internet capabilities, you can listen only to the meeting by dialing +1 888-965-8995 (toll-free) within the United States and Canada or +1 415-655-0243 (standard rates apply) outside of the United States and Canada and, when prompted, entering the pin number 12143027#. This is listen-in only; you will not be able to vote or enter questions during the meeting.

 

Q:

Who is entitled to vote at the extraordinary general meeting?

 

A:

RTP has fixed June 14, 2021 as the record date for the extraordinary general meeting. If you were a shareholder of RTP at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person virtually or is represented by proxy at the extraordinary general meeting.

 

Q:

Who is entitled to vote at the Warrant Holders Meeting?

 

A:

RTP has fixed June 14, 2021 as the record date for the Warrant Holders Meeting. If you were a Public Warrant Holder of RTP at the close of business on the record date, you are entitled to vote on matters that come before the Warrant Holders Meeting. However, a Public Warrant Holder may only vote his or her Public Warrants if he or she is present in person virtually or is represented by proxy at the Warrant Holders Meeting.

 

Q:

How many votes do I have?

 

A:

RTP shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were                ordinary shares issued and outstanding, of which                were issued and outstanding public shares.

Public Warrant Holders are entitled to one vote at the Warrant Holders Meeting for each Public Warrant held of record as of the record date. As of the close of business on the record date for the Warrant Holders Meeting, there were                warrants issued and outstanding, of which                were issued and outstanding Public Warrants.

 

Q:

What constitutes a quorum?

 

A:

A quorum of RTP shareholders or Public Warrant Holders, as applicable, is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. A quorum will be present at the Warrant Holders Meeting if a majority of the warrants outstanding and entitled to vote at the Warrant Holders Meeting is represented virtually or by proxy. As of the record date for the extraordinary general meeting,                 ordinary shares would be required to achieve a quorum. As of the record date for the Warrant Holders Meeting,                warrants would be required to achieve a quorum.

 

Q:

What vote is required to approve each proposal at the extraordinary general meeting and Warrant Holders Meeting?

 

A:

The following votes are required for each proposal at the extraordinary general meeting:

 

  i.

BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

xxix


Table of Contents
  ii.

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  iii.

Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  iv.

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  v.

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  vi.

Incentive Award Plan Proposal: The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  vii.

ESPP Proposal: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

  viii.

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The following votes are required for each proposal at the Warrant Holders Meeting:

 

  i.

Warrant Amendment Proposal: The approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of at least 50% of RTP’s outstanding Public Warrants.

 

  ii.

Warrant Holders Adjournment Proposal: The approval of the Warrant Holders Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Public Warrant Holders present or represented by proxy and entitled to vote at the Warrant Holders Meeting.

 

Q:

What are the recommendations of RTP’s board of directors?

 

A:

RTP’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of RTP’s shareholders, and the Warrant Amendment Proposal and Warrant Holders Adjournment Proposal are in the best interests of RTP and its Public Warrant Holders, and unanimously recommends that you vote or give instruction to vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Adjournment Proposal, “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, in each case, if presented to the extraordinary general meeting or Warrant Holders Meeting, as applicable.

The existence of financial and personal interests of one or more of RTP’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTP and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTP’s officers have

 

xxx


Table of Contents

interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal  Interests of RTP’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

Q:

How does the Sponsor intend to vote their shares?

 

A:

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and all of its directors and officers have agreed to vote all the Founder Shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor and RTP’s independent directors collectively own 20.0% of the issued and outstanding ordinary shares. The Sponsor, as a holder of all of the private placement warrants, is also expected to approve the Warrant Amendment by written consent.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of Joby or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of RTP’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of Joby or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (x) increase the likelihood of approving the Condition Precedent Proposals and (y) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.

Entering into any such arrangements may have a depressive effect on RTP’s ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. RTP will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of RTP’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTP and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTP’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal  Interests of RTP’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

 

xxxi


Table of Contents
Q:

What happens if I sell my RTP ordinary shares and/or Public Warrants before the extraordinary general meeting?

 

A:

The record date for the extraordinary general meeting and Warrant Holders Meeting is earlier than the date of the extraordinary general meeting and Warrant Holders Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares and/or Public Warrants after the applicable record date, but before the extraordinary general meeting and Warrant Holders Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such extraordinary general meeting and Warrant Holders Meeting, as applicable, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

 

Q:

May I change my vote after I have mailed my signed proxy card(s)?

 

A:

Yes. Shareholders and Public Warrant Holders may send later-dated, signed proxy card(s) to RTP’s Secretary at RTP’s address set forth below so that such proxy card(s) received by RTP’s Secretary prior to the vote at the extraordinary general meeting or Warrant Holders Meeting, as applicable (which is scheduled to take place on                     , 2021) or virtually attend the extraordinary general meeting or Warrant Holders Meeting, as applicable, in person and vote. Shareholders and Public Warrant Holders also may revoke their proxy by sending a notice of revocation to RTP’s Secretary, which must be received by RTP’s Secretary prior to the vote at the extraordinary general meeting or Warrant Holders Meeting, as applicable. However, if your shares and/or Public Warrants are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

 

A:

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Joby Aviation. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of RTP. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

 

Q:

What should I do with my share certificates, warrant certificates or unit certificates?

 

A:

Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, RTP’s transfer agent, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon the Domestication, holders of RTP units, Class A ordinary shares, Class B ordinary shares and warrants will receive shares of Joby Aviation common stock and Joby Aviation warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.

 

Q:

What should I do if I receive more than one set of voting materials?

 

A:

Shareholders and Public Warrant Holders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For

 

xxxii


Table of Contents
  example, if you hold your shares and/or Public Warrants in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares and/or Public Warrants. If you are a holder of record and your shares and/or Public Warrants are registered in more than one name, you will receive more than one proxy card for each applicable meeting. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares and/or Public Warrants.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting and Warrant Holders Meeting?

 

A:

RTP will pay the cost of soliciting proxies for the extraordinary general meeting and Warrant Holders Meeting. RTP has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting and Warrant Holders Meeting. RTP has agreed to pay Morrow a fee of $42,500, plus disbursements (to be paid with non-trust account funds). RTP will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of RTP Class A ordinary shares and Public Warrants for their expenses in forwarding soliciting materials to beneficial owners of RTP Class A ordinary shares and Public Warrants and in obtaining voting instructions from those owners. RTP’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

 

Q:

Where can I find the voting results of the extraordinary general meeting and Warrant Holders Meeting?

 

A:

The preliminary voting results will be expected to be announced at the extraordinary general meeting and Warrant Holders Meeting, as applicable. RTP will publish final voting results of the extraordinary general meeting and Warrant Holders Meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting and Warrant Holders Meeting.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy cards, you should contact:

Morrow Sodali LLC

470 West Avenue, 3rd Floor

Stamford, Connecticut 06902

Individuals call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call (203) 658-9400

Email: RTP.info@investor.morrowsodali.com

You also may obtain additional information about RTP from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, RTP’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to  5:00  p.m., Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company 1 State Street, 30th floor

New York, NY 10004

Attention: Mark Zimkind

E-Mail: mzimkind@continentalstock.com

 

xxxiii


Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting or the Warrant Holders Meeting, as applicable, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “BCA Proposal — The Merger Agreement.”

Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the warrants.

The Parties to the Business Combination

RTP

Reinvent Technology Partners is a blank check company incorporated on July 3, 2020, as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. RTP has neither engaged in any operations nor generated any revenue to date. Based on RTP’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On September 21, 2020, RTP consummated its initial public offering of its units, with each unit consisting of one RTP Class A ordinary share and one-fourth of one Public Warrant. Simultaneously with the closing of the initial public offering, RTP completed the private sale of 11,533,333 private placement warrants at a purchase price of $1.50 per private placement warrant to the Sponsor generating gross proceeds to RTP of $17.3 million. The private placement warrants are identical to the warrants sold as part of the units in RTP’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) are not redeemable by RTP (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)), (ii) may be exercised on a cashless basis and (iii) are entitled to registration rights (including the ordinary shares issuable upon exercise of the private placement warrants). Additionally, the purchasers have agreed not to transfer, assign or sell any of the private placement warrants, including the RTP Class A ordinary shares issuable upon exercise of the private placement warrants (except to certain permitted transferees), until 30 days after the completion of RTP’s initial business combination.

Following the closing of RTP’s initial public offering, a total of $690.0 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended. As of March 31, 2021, funds in the trust account totaled $690,021,213. These funds will remain in the trust account, except for the withdrawal of interest to fund RTP’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of RTP’s obligation to redeem 100% of the public shares if it does not complete a business combination by the Liquidation Date or with respect to any other provision relating to stockholders’ rights or pre-business



 

1


Table of Contents

combination activity, and (3) the redemption of all of the public shares if RTP is unable to complete a business combination by the Liquidation Date, subject to applicable law.

The RTP units, RTP Class A ordinary shares and RTP warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “RTP.U,” “RTP” and “RTP WS,” respectively.

RTP’s principal executive office is located at 215 Park Avenue, Floor 11, New York, NY 10003. Its telephone number is (212) 457-1272). RTP’s corporate website address is https://www.reinventtechnologypartners.com. RTP’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Merger Sub

RTP Merger Sub Inc. (“Merger Sub”) is a Delaware corporation and a wholly owned subsidiary of RTP. The Merger Sub does not own any material assets or operate any business.

Joby

Joby is a Delaware corporation incorporated on November 21, 2016 as part of a corporate reorganization, pursuant to which the business and operations of Joby were transferred from Joby Aviation, Inc. (now Joby Holdings, Inc.) to Joby Aero, Inc. Joby Aviation, Inc. (now Joby Holdings, Inc.) was incorporated in Delaware on September 11, 2009.

Joby is developing an all-electric aircraft that will transport a pilot and four passengers at speeds of up to 200 mph, while also having the ability to takeoff and land vertically. Joby intends to operate its aircraft on journeys of 5 to 150 miles, providing rapid and cost-effective connections between cities and their surrounding areas. The aircraft has been specifically designed to achieve a considerably lower noise footprint than that of today’s conventional aircraft. It is quiet at takeoff and near silent when flying overhead. Joby has been test flying full-scale prototypes of its aircraft for more than three years. With more than 1,000 successful test flights already completed, and to Joby’s knowledge the only electric vertical takeoff and landing (eVTOL) developer to agree to a G-1 certification basis to date, Joby believes its aircraft will be the first of its kind to earn airworthiness certification from the Federal Aviation Administration (FAA). At this point, Joby remains in the testing stage, has a history of net operating losses and does not expect meaningful revenue until FAA certification is obtained and Joby’s aerial ridesharing service is launched, which is currently projected to occur in 2024. Joby’s principal executive office is located at 2155 Delaware Avenue, Santa Cruz, CA 95060. Its telephone number is (831) 201-6700.

Proposals to be Put to the Shareholders of RTP at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of RTP and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

BCA Proposal

As discussed in this proxy statement/prospectus, RTP is asking its shareholders to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 23, 2021, by and among RTP, Merger Sub and Joby (the “Merger Agreement”), a copy of which is attached to this proxy statement/prospectus



 

2


Table of Contents

as Annex A. The Merger Agreement provides for, among other things, following the Domestication of RTP to Delaware as described below (including the change of RTP’s name to “Joby Aviation, Inc.”), the merger of Merger Sub with and into Joby (the “Merger”), with Joby surviving the merger as a wholly owned subsidiary of Joby Aviation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “BCA Proposal — RTP’s Board of Directors’ Reasons for the Business Combination,” RTP’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for RTP’s initial public offering, including that the business of Joby and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see “BCA Proposal.”

Aggregate Merger Consideration

As a result of and upon the Closing, among other things, all outstanding shares of Joby common stock (after giving effect to the SVB Exercise and the In-Q-Tel Exercise but excluding the capital stock of Joby issued pursuant to the Note Conversion) as of immediately prior to the effective time of the Merger, and, together with shares of Joby capital stock reserved in respect of Joby Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Joby Aviation common stock, as discussed in the following section, will be cancelled in exchange for the right to receive the Aggregate Merger Consideration. Specifically, (i) each share of Joby common stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the Exchange Ratio and (ii) each share of Joby Series Seed-1 Preferred Stock, Joby Series Seed-2 Preferred Stock, Joby Series A Preferred Stock, Joby Series B Preferred Stock and Joby Series C Preferred Stock will be canceled and converted into the right to receive a number of shares of Joby Aviation common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Joby Awards is calculated assuming that all Joby Aviation Options are net-settled (although Joby Aviation Options may by their terms be cash-settled, resulting in additional dilution). An additional 83,500,000 shares of Joby Aviation common stock will be purchased (at a price of $10.00 per share) at the Closing by the PIPE Investors pursuant to the PIPE Investment, and an additional 7,690,169 shares of Joby Aviation common stock will be issued at the Closing to the holder of the Uber Note.

Closing Conditions

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by RTP’s shareholders of the Business Combination and related agreements and transactions, (ii) receipt of the Joby Equityholder Approval, (iii) the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, (iv) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on NYSE, of the shares of Joby Aviation common stock to be issued in connection with the Merger and the expiration or early termination of the waiting period or periods under the HSR Act), (v) that RTP has at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions.

Other conditions to Joby’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Domestication has been completed, (ii) the Available Cash (the sum of the Trust Amount and the PIPE Investment Amount) plus the Uber Note Principal Amount is equal to or greater than the Minimum Available Cash Amount and (iii) receipt of letters of resignation from the current directors of RTP. Further, another condition to RTP’s obligations to consummate the Merger is the absence of a Joby Material Adverse Effect.



 

3


Table of Contents

The Minimum Cash Condition is for the sole benefit of Joby. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will RTP redeem public shares in an amount that would cause Joby Aviation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

For further details, see “BCA Proposal — The Merger Agreement.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “BCA Proposal — Related Agreements.”

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, RTP entered into a sponsor support agreement, with the Sponsor, each officer and director of RTP, and Joby, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”).

Pursuant to the Sponsor Support Agreement, the Sponsor and each director and officer of RTP agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. For additional information, see “BCA Proposal — Related Agreements — Sponsor Support Agreement.

Sponsor Agreement

In connection with the execution of the Merger Agreement, the Sponsor entered into the Sponsor Agreement with RTP and Joby, pursuant to which the parties thereto agreed, among other things, that (i) the 17,130,000 shares of Joby Aviation common stock held by the Sponsor as of the domestication (converted from the 17,130,000 RTP Class B ordinary shares) will be subject to certain vesting and lock-up terms, (ii) the Sponsor would exercise all of its private placement warrants for cash or on a “cashless basis” on or prior to the date upon which Joby Aviation elects to redeem the Public Warrants in accordance with the Warrant Agreement, if the last reported sales price of the Joby Aviation common stock for any 20 trading days within the 30 trading-day period ending on the third trading day prior to the date on which notice of the redemption is given exceeds $18.00 per share (subject to certain adjustments), and (iii) the Sponsor will have certain rights with respect to board representation of Joby Aviation. For additional information, see “BCA Proposal — Related Agreements — Sponsor Agreement.

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, RTP entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 83.5 million shares of Joby Aviation common stock at $10.00 per share for an aggregate commitment amount of $835 million. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreement is conditioned upon a number of conditions. The closings under the Subscription Agreements will occur substantially concurrently with the Closing. For additional information, see “BCA Proposal—Related Agreements — PIPE Subscription Agreements.



 

4


Table of Contents

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, Joby Aviation, the Sponsor, RTP’s directors, certain equityholders of Joby, and certain of their respective affiliates, as applicable, will enter into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which Joby Aviation will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Joby Aviation common stock and other equity securities of Joby Aviation that are held by the parties thereto from time to time. For additional information, see “BCA Proposal—Related Agreements—Registration Rights Agreement.

Lock-Up Agreements

The Merger Agreement contemplates that, at the Closing, Joby Aviation and the Major Company Equityholders (as defined in the Merger Agreement) will enter into a Lock-Up Agreement (the “Major Company Equityholders Lock-Up Agreement”), and Joby Aviation and Other Company Equityholders (as defined in the Merger Agreement) will enter into a Lock-Up Agreement (the “Other Company Equityholders Lock-Up Agreement”), which agreements will contain certain restrictions on transfer with respect to shares of Joby Aviation common stock held by the Major Company Equityholders and Other Company Equityholders immediately following the Closing (other than shares purchased in the public market or in the PIPE Investment) and the shares of Joby Aviation common stock issuable to such persons upon settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the Closing in respect of Joby Awards outstanding immediately prior to the Closing. For additional information, see “BCA Proposal—Related Agreements—Lock-Up Agreements.

Domestication Proposal

As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then RTP will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the board of directors of RTP has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of RTP’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while RTP is currently governed by the Cayman Islands Companies Act, upon the Domestication, Joby Aviation will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, RTP encourages shareholders to carefully review the information in “Comparison of Corporate Governance and Shareholder Rights.”

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding RTP Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of Joby Aviation’s common stock, (2) each of the then issued and outstanding RTP Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of Joby Aviation common stock, (3) each then issued and outstanding RTP warrant will convert automatically into a Joby Aviation warrant, pursuant to the Warrant Agreement and (4) each RTP unit will separate automatically into one share of Joby Aviation common stock, on a one-for-one basis, and one-fourth of one Joby Aviation warrant.

For further details, see “Domestication Proposal.”

Organizational Documents Proposals

If the BCA Proposal and the Domestication Proposal are approved, RTP will ask its shareholders to approve by special resolution six separate proposals (collectively, the “Organizational Documents Proposals”) in



 

5


Table of Contents

connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. RTP’s board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Joby Aviation after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

(A)    Organizational Documents Proposal A — to authorize the change in the authorized share capital of RTP from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “RTP Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “RTP Preferred Shares”), to 1,400,000,000 shares of common stock, par value $0.0001 per share, of Joby Aviation, Inc. (the “Joby Aviation common stock”) and 100,000,000 shares of preferred stock, par value $0.0001 per share, of Joby Aviation (the “Joby Aviation preferred stock”);

(B)    Organizational Documents Proposal B — to authorize the board of directors of Joby Aviation to issue any or all shares of Joby Aviation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by Joby Aviation’ board of directors and as may be permitted by the DGCL;

(C)    Organizational Documents Proposal C — to provide that the Joby Aviation board of directors be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term; and

(D)    Organizational Documents Proposal D — to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

(E)    Organizational Documents Proposal E — to authorize the election not to be governed by Section 203 of the DGCL and, instead, be governed by a provision substantially similar to Section 203 of the DGCL; and

(F)    Organizational Documents Proposal F — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from “Reinvent Technology Partners” to “Joby Aviation, Inc.,” (2) making Joby Aviation’ corporate existence perpetual, (3) removing certain provisions related to RTP’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination and (4) imposing a certain limit on the voting power of Joby Aviation capital stock owned by non-U.S. citizens, all of which RTP’s board of directors believes is necessary to adequately address the needs of Joby Aviation after the Business Combination,

The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and RTP encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of Joby Aviation.

Director Election Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the ESPP Proposal are approved, RTP’s



 

6


Table of Contents

shareholders are also being asked to approve by ordinary resolution the Director Election Proposal. Under the terms of the Cayman Constitutional Documents, only the holders of the RTP Class B ordinary shares are entitled to vote on the election of directors to our board of directors. Pursuant to the Sponsor Support Agreement, the Sponsor and RTP’s independent directors, as holders of all of the RTP Class B ordinary shares, agreed to vote in favor of the Merger Agreement and the transactions contemplated thereby. Therefore, the Director Election Proposal is expected to be approved by the Sponsor and RTP’s independent directors at the extraordinary general meeting. Upon the consummation of the Business Combination, the Board will consist of (A) Reid Hoffman as a director, (B) individuals to be designated by Joby as directors, as listed in the section titled “Management of Joby Aviation Following the Business Combination,” subject to NYSE requirements and (C) Michael Thompson as a board observer. For additional information on the proposed directors, see “Director Election Proposal.”

Stock Issuance Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Incentive Award Plan Proposal and the ESPP Proposal are approved, RTP’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal. For additional information, see “Stock Issuance Proposal.”

Incentive Award Plan Proposal

Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the ESPP Proposal are approved, RTP’s shareholders are also being asked to approve by ordinary resolution the 2021 Plan, in order to comply with NYSE Listing Rule 312.03(a) and the Internal Revenue Code. For additional information, see “Incentive Award Plan Proposal.”

ESPP Proposal

Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Award Plan Proposal are approved, RTP’s shareholders are also being asked to approve by ordinary resolution the ESPP, in order to comply with NYSE Listing Rule 312.03(a) and the Internal Revenue Code. For additional information, see “ESPP Proposal.”

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize RTP to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved), RTP’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “Adjournment Proposal.”

Proposals to be Put to the Public Warrant Holders of RTP at the Warrant Holders Meeting

The following is a summary of the proposals to be put to the Warrant Holders Meeting. The Warrant Amendment Proposal is conditioned on the approval of the Condition Precedent Proposals. The Warrant Holders Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Warrant Amendment Proposal

RTP is proposing that its Public Warrant Holders approve a proposal to amend the Warrant Agreement such that the exercise period for the warrants will commence 30 days after the first date on which RTP completes the



 

7


Table of Contents

Business Combination. A summary of the Warrant Amendment Proposal is set forth in the section entitled “Warrant Holder Proposal 1: The Warrant Amendment Proposal” of this proxy statement/prospectus and a complete copy of the Amendment to the Warrant Agreement is attached hereto as Annex E.

Warrant Holders Adjournment Proposal

The Warrant Holders Adjournment Proposal, if adopted, will allow the RTP board to adjourn the Warrant Holders Meeting to a later date or dates, including, if necessary to permit further solicitation and vote of proxies if it is determined by RTP that more time is necessary or appropriate to approve the Warrant Amendment Proposal. A summary of the Warrant Holders Adjournment Proposal is set forth in the section entitled “Warrant Holder Proposal 2: The Warrant Holders Adjournment Proposal” of this proxy statement/prospectus.

RTP’s Board of Directors’ Reasons for the Business Combination

RTP was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In evaluating the Business Combination, the RTP board of directors (the “RTP Board”) consulted with RTP’s management and considered a number of factors. In particular, the RTP Board considered, among other things, the following factors, although not weighted or in any order of significance:

 

   

Joby and the Business Combination. The RTP Board considered the following factors related to Joby and the Business Combination:

 

  (a)

Strong Regulatory and Competitive Position. The RTP Board believes that Joby has secured a substantial “first-mover” advantage in the aerial ridesharing industry. In 2020, to Joby’s knowledge it became the first company to agree to a G-1 certification basis for an eVTOL aircraft with the FAA, setting forth a defined process for certification of its aircraft with the FAA under Part 23, which is expected to be reciprocated internationally. The RTP Board believes that there are no shortcuts to this process with the FAA, and that any company in this industry that intends to obtain certification of a comparable aircraft will need to follow Joby’s lead and go through substantially the same process. In addition, Joby received the U.S. Air Force’s first military airworthiness approval for an eVTOL aircraft in 2020. Joby has already identified early opportunities, with an approximately $40 million contract secured with the U.S. Air Force as well as active discussions underway with the Department of Defense for potential contracts estimated at approximately $120 million. Moreover, the RTP Board believes that Joby’s position within the emerging aerial ridesharing market is reinforced by significant barriers to entry for potential competitors as well as key differences in technological differentiation, customer experience and cost. The RTP Board believes that Joby’s all-electric four passenger eVTOL aircraft would have best-in-class energy consumption and zero emissions, would be approximately 100 times quieter than a helicopter, and would operate at approximately 25% of the cost of a twin engine helicopter over a 25 mile trip, and that Joby is expected to achieve compelling unit economics and payback on each aircraft.

 

  (b)

Vertically Integrated Business Model and Well-Developed Go-To-Market Strategy. Joby’s service is not yet commercialized and Joby has incurred net losses and negative cash flows from operations since inception. However, Joby has a vertically integrated business model, meaning it not only designs and develops aircraft, but also expects to operate its aircraft as an air taxi service, which the RTP Board believes would enable Joby to control the full end-to-end value chain, facilitate a go-to-market strategy and drive long-term profitability, growth and value. The RTP Board also believes that Joby’s go-to-market strategy is enhanced by its partnership with Uber and its acquisition of Uber Elevate in January 2021.



 

8


Table of Contents
  The acquisition of Uber Elevate has brought in key personnel, valuable data assets and a suite of software tools that would assist with launch planning, and the integration of Joby’s services into the Uber application is expected to generate demand for Joby’s service upon its launch. In addition, the RTP Board believes that Joby’s decision to pursue a certification of its aircraft as a small passenger fixed-wing aircraft with the FAA under Part 23 will facilitate Joby’s commercialization by allowing Joby to tap into the large pool of available commercial pilots in the U.S., as well as to move into new markets globally, taking advantage of existing bilateral certification agreements for these types of aircraft.

 

  (c)

Significant Ability to Scale. The RTP Board believes that Joby would bring innovation and sustainability to the transportation space with uncapped growth potential and the ability to scale quickly, efficiently and globally. In 2020, Joby entered a strategic partnership with Toyota, whose partnership brings scaled manufacturing experience and quality to Joby’s operations. Joby has identified facility locations, secured a long-term lease for a site for its commercial production facility and is finalizing a prototype production line adjacent to that site. In addition, air taxi networks can be scaled rapidly using existing heliport or airport infrastructure, with the number of routes in a network growing exponentially as new vertiports are introduced. Moreover, the RTP Board believes that Joby’s aircraft has been specifically designed to achieve cost-effective manufacturing and operations, allowing Joby to offer affordable flights at scale, democratizing air travel and transforming human networks.

 

  (d)

Massive Untapped Market Opportunity. Due to population growth, urbanization, underfunded infrastructure and the increased use of ridesharing platforms and delivery services, traffic congestion has become a major problem in many cities. The RTP Board believes that Joby is expected to provide an alternative transportation solution by offering flights priced competitively with ground-based taxis when deployed at scale, which would provide transportation that is five times faster than driving in major cities and require only a fraction of the infrastructure costs of rail and highway development. The market opportunity for aerial mobility has been estimated at approximately $500 billion for the United States, according to Booz Allen Hamilton’s 2018 Urban Air Mobility Market Study.

 

  (e)

Experienced and Proven Management Team. The RTP Board believes that Joby’s management team, including a former Co-Chairman of the FAA Part 23 Reorganization Aviation Rulemaking Committee, has extensive experience in key aspects of the aviation industry and represents some of the most experienced leaders in aerospace manufacturing, certification, engineering, commercialization and general management. The RTP Board expects that Joby’s executives will continue with the combined company following the Business Combination. For additional information regarding Joby Aviation’s executive officers, see the section entitled “Management of Joby Aviation Following the Business Combination—Executive Officers.”

 

  (f)

Attractive Entry Valuation. Joby Aviation will have an anticipated initial enterprise value of $4.6 billion, implying a 2.3x multiple of 2026 projected revenue, which the RTP Board believes is favorable to investors with long-term return potential. In addition, the RTP Board believes that, given Joby’s accumulated research and development and its potential strategic value, this valuation also represents an attractive margin of safety for investors if Joby’s business plan were not fully materialized.

 

  (g)

Access to Working Capital. After the completion of the Business Combination, Joby Aviation expects to have approximately $2.0 billion of cash and short-term investments to fund operations and support existing and new growth initiatives.



 

9


Table of Contents
  (h)

Key Strategic Investors and Partners. Joby’s fully committed funding (inclusive of an $835 million fully committed PIPE) is anchored by strategic partners and institutional investors including Uber, The Baupost Group, Fidelity Management & Research LLC and Baillie Gifford. In addition, as discussed above, key strategic partnerships with Toyota and Uber would greatly enhance Joby’s go-to-market strategy and scalability.

 

   

Long-Term Alignment. The RTP Board considered that the structure of the Business Combination provides for significant long-term alignment among RTP, Joby senior management and the existing Joby stockholders. Both the Sponsor and major stockholders of Joby have agreed to a long-term lock-up on their shares for up to five years, and the Sponsor has agreed to an earnout structure with full vesting not realized until the share price reaches $50 per share (implying over a $30 billion market capitalization). As such, the parties to the Business Combination are expected to be aligned on the goal of driving long-term value for the stockholders of Joby Aviation.

 

   

Best Available Opportunity. The RTP Board determined, after a thorough review of other business combination opportunities reasonably available to RTP, that the proposed Business Combination represents the best potential business combination for RTP reasonably available based upon the process utilized to evaluate and assess other potential acquisition targets, and the RTP Board’s belief that such processes had not presented a better alternative.

 

   

Continued Ownership By Sellers and Investment by Third Parties. The RTP Board considered that Joby’s stockholders would be receiving a significant number of shares of Joby Aviation common stock as merger consideration and would be, collectively, the largest stockholder of Joby Aviation. In addition, the RTP Board considered that certain third parties, including top-tier institutional investors, are also investing an aggregate amount of $835 million in the combined company, in each case, pursuant to their participation in the PIPE Investment. Further, all of the proceeds to be delivered to the combined company in connection with the Business Combination (including from RTP’s trust account and from the PIPE Investment), are expected to remain on the balance sheet of the combined company after Closing in order to fund Joby’s existing operations and support new and existing growth initiatives. The RTP Board considered the foregoing as a strong sign of confidence in Joby Aviation following the Business Combination and the benefits to be realized as a result of the Business Combination.

 

   

Results of Due Diligence. The RTP Board considered the scope of the due diligence investigation conducted by RTP’s management team and outside advisors and evaluated the results thereof and information available to it related to Joby, including:

 

  (a)

extensive meetings and calls with Joby’s management team regarding its operations and projections and the proposed transaction;

 

  (b)

in-person visits to Joby’s facilities; and

 

  (c)

review of materials related to Joby made available, including with respect to financial statements, material contracts, key metrics and performance indicators, benefit plans, intellectual property matters, labor matters, information technology, privacy and personal data, litigation information, environmental matters, export control matters, FAA and other regulatory matters and other legal and business diligence matters.

 

   

Terms of the Merger Agreement. The RTP Board reviewed and considered the terms of the Merger Agreement and the other related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate the agreement. See “—The Merger Agreement” and “—Related Agreements” for detailed discussions of the terms and conditions of these agreements.



 

10


Table of Contents
   

The Role of the Independent Directors. In connection with the Business Combination, RTP’s independent directors evaluated the proposed terms of the Business Combination, including the Merger Agreement and the related agreements, and unanimously approved the Merger Agreement and the related agreement and the transactions contemplated thereby, including the Business Combination.

The RTP Board also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

 

   

Potential Inability to Complete the Merger. The RTP Board considered the possibility that the Business Combination may not be completed and the potential adverse consequences to RTP if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing primarily outside of the control of the parties to the transaction, including the need for antitrust approval. Moreover, if RTP does not obtain shareholder approval at the extraordinary general meeting, RTP is obligated to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of (x) such shareholder approval being obtained and (y) August 18, 2021, which is 3 business days prior to August 23, 2021, the date on which the Merger Agreement may be terminated if RTP has not completed a business combination (under the Merger Agreement, the extraordinary general meeting shall not be held later than 3 business days prior to such date). This could limit RTP’s ability to seek an alternative business combination that RTP shareholders may prefer after such initial vote. The Merger Agreement also includes an exclusivity provision that prohibits RTP from soliciting other initial business combination proposals, which restricts RTP’s ability to consider other potential initial business combinations until the earlier of the termination of the Merger Agreement or the consummation of the Business Combination.

In addition, the RTP Board considered the risk that the current public shareholders of RTP would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to Joby Aviation following the consummation of the Business Combination and potentially requiring Joby to waive the condition under the Merger Agreement requiring that the funds in the trust account (after giving effect to redemptions but before the payment of deferred underwriting commissions or transaction expenses of RTP or Joby), together with the PIPE Investment Amount and the Uber Note Amount, is equal to or exceeds $1.0 billion, in order for the Business Combination to be consummated. As of March 31, 2021, without giving effect to any future redemptions that may occur, the trust account had approximately $690,021,213 invested in U.S. Treasury securities and money market funds that invest in U.S. government securities.

 

   

Joby’s Business Risks. The RTP Board considered that RTP shareholders would be subject to the execution risks associated with Joby Aviation if they retained their public shares following the Closing, which were different from the risks related to holding public shares of RTP prior to the Closing. In this regard, the RTP Board considered that there were risks associated with successful implementation of Joby Aviation’s long term business plan and strategy and Joby Aviation realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control, such as the potential negative impact of the COVID-19 pandemic and related macroeconomic uncertainty. The RTP Board considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that RTP shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For an additional description of these risks, please see “Risk Factors.

 

   

Post-Business Combination Corporate Governance. The RTP Board considered the corporate governance provisions of the Merger Agreement, the Sponsor Agreement and the Proposed



 

11


Table of Contents
 

Organizational Documents and the effect of those provisions on the governance of Joby Aviation following the Closing. Given that the existing stockholders of Joby will collectively control shares representing a majority of Joby Aviation’s outstanding shares of common stock upon completion of the Business Combination, and that the board of directors of Joby Aviation will be classified following the Closing pursuant to the terms of the Proposed Organizational Documents, the existing stockholders of Joby may be able to elect future directors and make other decisions (including approving certain transactions involving Joby Aviation and other corporate actions) without the consent or approval of any of RTP’s current shareholders, directors or management team. See the section entitled “Organizational Documents Proposals” for detailed discussions of the terms and conditions of the Proposed Organizational Documents. In addition, the Sponsor will have the right to designate a Class III director to the board of directors of Joby Aviation for the first and second terms of the Class III directors. The RTP Board was aware that such right is not generally available to shareholders of RTP, including shareholders that may hold a large number of shares. See “—Related Agreements” for detailed discussions of the terms and conditions of the Sponsor Agreement.

 

   

Limitations of Review. The RTP Board considered that they were not obtaining an opinion from any independent investment banking or accounting firm that the price RTP is paying to acquire Joby is fair to RTP or its shareholders from a financial point of view. In addition, the RTP senior management and RTP’s outside counsel reviewed only certain materials in connection with their due diligence review of Joby. Accordingly, the RTP Board considered that RTP may not have properly valued such business.

 

   

No Survival of Remedies for Breach of Representations, Warranties or Covenants of Joby. The RTP Board considered that the terms of the Merger Agreement provide that RTP will not have any surviving remedies against Joby after the Closing to recover for losses as a result of any inaccuracies or breaches of the Joby representations, warranties or covenants set forth in the agreement. As a result, RTP shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Joby prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The RTP Board determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current stockholders of Joby will be the majority stockholders in Joby Aviation.

 

   

Litigation. The RTP Board considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.

 

   

Fees and Expenses. The RTP Board considered the fees and expenses associated with completing the Business Combination.

 

   

Diversion of Management. The RTP Board considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Joby’s business.

 

   

No Third-Party Valuation. The RTP Board considered the fact that a third-party valuation or fairness opinion has not been obtained in connection with the Business Combination.

In addition to considering the factors described above, the RTP Board also considered other factors, including, without limitation:

 

   

Interests of RTP’s Directors and Executive Officers. The RTP Board considered the potential additional or different interests of RTP’s directors and executive officers, as described in the section entitled “—Interests of RTP’s Directors and Executive Officers in the Business Combination.” However, the RTP Board concluded that the potentially disparate interests would be mitigated because



 

12


Table of Contents
 

(i) certain of these interests were disclosed in the prospectus for RTP’s initial public offering and are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination by RTP with any other target business or businesses and (iii) a significant portion of the consideration to RTP’s directors and executive officers was structured to be realized based on the future performance of the Joby Aviation common stock. In addition, RTP’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

 

   

Role of Morgan Stanley and Allen & Co. The RTP Board considered: the fact that Morgan Stanley, as sole-bookrunning manager in RTP’s initial public offering, would receive approximately $24.2 million for deferred underwriting commissions upon completion of the Business Combination; the fact that Morgan Stanley and Allen & Co. would be paid pursuant to their engagement letters with Joby in their respective roles as financial advisors to Joby in connection with the Business Combination; the fact that Morgan Stanley and Allen & Co. were also serving as co-placement agents to RTP in connection with the PIPE Investment (although not receiving a separate fee for that work); and the existing investment by Allen & Co. and certain of its employees in Joby.

 

   

Other Risk Factors. The RTP Board considered various other risk factors associated with the business of Joby or the Business Combination, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

For a more complete description of the RTP board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the RTP board of directors, see the section entitled “BCA Proposal — RTP’s Board of Directors’ Reasons for the Business Combination.”

Organizational Structure

The diagram below depicts a simplified version of the Joby Aviation organizational structure immediately following the completion of the Business Combination.

 

LOGO



 

13


Table of Contents

Ownership of Joby Aviation following Business Combination

As of the date of this proxy statement/prospectus, there are 86,250,000 ordinary shares issued and outstanding (including shares underlying the RTP units), which includes 17,250,000 Founder Shares held by the Sponsor and the independent directors of RTP and 69,000,000 public shares. As of the date of this proxy statement/prospectus, there is an aggregate of 28,783,333 warrants issued and outstanding (including warrants underlying the RTP units), which includes the 11,533,333 private placement warrants held by the Sponsor and 17,250,000 Public Warrants. Each whole warrant entitles the holder thereof to purchase one RTP Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Joby Aviation common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the RTP fully diluted share capital would be 115,033,333.

It is anticipated that, immediately following the Merger and related transactions, (1) existing public shareholders of RTP will own approximately 10.65% of outstanding Joby Aviation common stock, (2) existing stockholders of Joby (including the Joby PIPE Investors) will own approximately 75.35% of outstanding Joby Aviation common stock (inclusive of shares of Joby Aviation common stock issuable in respect of the Uber Note), (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) and the current independent directors of RTP will collectively own 4.44% of outstanding Joby Aviation common stock (assuming the 17,130,000 shares of Joby Aviation common stock converted from RTP Class B ordinary shares held by the Sponsor were fully vested), and (4) the Third Party PIPE Investors will own approximately 9.56% of outstanding Joby Aviation common stock. These percentages assume (i) that no public shareholders of RTP exercise their redemption rights in connection with the Merger, (ii) that Joby Aviation issues, or reserves in respect of Joby Awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Joby Aviation common stock, an aggregate of 500,000,000 shares of Joby Aviation common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, (iii) that the awards based on Joby Aviation common stock have not been vested (and therefore, the number of shares reserved in respect of such awards as part of the Aggregate Merger Consideration is excluded from the calculation of the foregoing percentages), (iv) that Joby Aviation issues 83,500,000 shares of Joby Aviation common stock to the PIPE Investors pursuant to the PIPE Investment, and (v) that Joby Aviation issues 7,690,169 shares of Joby Aviation common stock to the holder of the Uber Note. The Third Party PIPE Investors have agreed to purchase 61,900,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $619 million of gross proceeds. The Sponsor Related PIPE Investors have agreed to purchase 11,500,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $115 million of gross proceeds. The Joby PIPE Investors have agreed to purchase 10,100,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $101 million of gross proceeds. If the actual facts are different from these assumptions, the percentage ownership retained by RTP’s existing shareholders in the combined company will be different.



 

14


Table of Contents

The following table illustrates varying ownership levels in Joby Aviation immediately following the consummation of the Business Combination based on the assumptions above.

 

     Share Ownership in Joby Aviation  
     No Redemptions     Maximum Redemptions (1)  
     Number of
Shares
     Percentage
of
Outstanding
Shares
    Number of
Shares
     Percentage
of
Outstanding
Shares
 

Joby Aviation Stockholders (2)

     487,978,779        75.35     487,987,779        83.04

RTP’s public shareholders

     69,000,000        10.65     8,999,726        1.53

Sponsor, its related parties and RTP independent directors (3)

     28,750,000        4.44     28,750,000        4.89

Third Party PIPE Investors

     61,900,000        9.56     61,900,000        10.53
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

     647,628,779        100.00     587,628,505        100.00
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(1)

Assumes additional redemptions of 60,000,274 Class A public shares of RTP in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of March 31, 2021.

 

(2)

Includes (a) 470,188,611 shares expected to be issued to existing Joby common and preferred shareholders (including holders of the Joby Warrants, which will convert into Joby capital stock immediately prior to the Business Combination), 9,268,122 shares of which are subject to repurchase related to early exercised stock options and unvested restricted stock awards (of which 507,560 are restricted stock awards), (b) 10,100,000 shares subscribed for by the Joby PIPE Investors and (c) 7,690,169 shares expected to be issued to the holder of the Uber Note. These share amounts may not sum due to rounding.

 

(3)

Includes 17,130,000 shares held by the Sponsor (the “Sponsor Shares”) (assuming such shares were fully vested), 11,500,000 shares subscribed for by the Sponsor Related PIPE Investors and 120,000 shares held by the current independent directors of RTP. The Sponsor Shares are subject to a vesting schedule with 20% of the Sponsor Shares vesting in tranches when the VWAP of the Joby Aviation common stock is greater than $12.00, $18.00, $24.00, $32.00 and $50.00 for any 20 trading days within a period of 30 trading days. After 10 years following the Closing, the Sponsor agrees to forfeit any Sponsor Shares which have not yet vested.

Date, Time and Place of Extraordinary General Meeting of RTP’s Shareholders

The extraordinary general meeting of the shareholders of RTP will be held at                , Eastern Time, on                , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at www.cstproxy.com/reinventtechnologypartners/2021, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, any of the Condition Precedent Proposals have not been approved.

You will be permitted to attend the extraordinary general meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Based on current guidance, we do not anticipate being able to accommodate shareholders who wish to attend in person, and we strongly urge you to attend the extraordinary general meeting virtually.

Date, Time and Place of the Warrant Holders Meeting

The Warrant Holders Meeting will be held at                , Eastern Time, on                , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via



 

15


Table of Contents

live webcast at https://www.cstproxy.com/reinventtechnologypartners/2021, to consider and vote upon the proposals to be put to the Warrant Holders Meeting, including if necessary, the Warrant Holders Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Warrant Holders Meeting, the Warrant Amendment Proposal has not been approved.

You will be permitted to attend the Warrant Holders Meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Based on current guidance, we do not anticipate being able to accommodate shareholders who wish to attend in person, and we strongly urge you to attend the Warrant Holders Meeting virtually.

Voting Power; Record Date

RTP shareholders and Public Warrant Holders will be entitled to vote or direct votes to be cast at the extraordinary general meeting and Warrant Holders Meeting, respectively, if they owned ordinary shares and Public Warrants, respectively, at the close of business on June 14, 2021, which is the “record date” for the extraordinary general meeting and Warrant Holders Meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. RTP warrants do not have voting rights in the extraordinary general meeting. As of the close of business on the record date, there were                ordinary shares issued and outstanding, of which                were issued and outstanding public shares.

Public Warrant Holders will have one vote for each Public Warrant owned at the close of business on the record date. If you hold your Public Warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your Public Warrants are represented and voted at the Warrant Holders Meeting. As of the close of business on such record date, there were                Public Warrants outstanding.

Quorum and Vote of RTP Shareholders and Public Warrant Holders

A quorum of RTP shareholders or Public Warrant Holders, as applicable, is necessary to hold a valid meeting. A quorum will be present at the RTP extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered non-discretionary, or count as a vote cast at the extraordinary general meeting.

A quorum will be present at the Warrant Holders Meeting if a majority of the warrants outstanding and entitled to vote at the Warrant Holders Meeting is represented virtually or by proxy. An abstention will be counted towards the quorum requirement, but will not count as a vote cast at the Warrant Holders Meeting and will have (i) the same effect as a vote against the Warrant Amendment Proposal and (ii) no effect on the Warrant Holder Adjournment Proposal, if presented. A broker non-vote will not be counted towards the quorum requirement, as we believe all proposals presented to the Public Warrant Holders will be considered nondiscretionary, or count as a vote cast at the Warrant Holders Meeting.

As of the record date for the extraordinary general meeting, 43,125,001 ordinary shares would be required to achieve a quorum. As of the record date for the Warrant Holders Meeting, 8,625,001 warrants would be required to achieve a quorum.



 

16


Table of Contents

The Sponsor and RTP’s independent directors have agreed to vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor and RTP’s independent directors collectively own 20.0% of the issued and outstanding ordinary shares. The Sponsor, as a holder of all of the private placement warrants, is also expected to approve the Warrant Amendment by written consent.

The proposals presented at the extraordinary general meeting require the following votes:

 

   

BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

   

Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

   

Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

   

Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

   

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

   

Incentive Award Plan Proposal: The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

   

ESPP Proposal: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

 

   

Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

The proposals presented at the Warrant Holders Meeting require the following votes:

 

   

Warrant Amendment Proposal: The approval of the Warrant Amendment Proposal requires the affirmative vote of the holders of at least 50% of RTP’s outstanding Public Warrants.

 

   

Warrant Holders Adjournment Proposal: The approval of the Warrant Holders Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the Public Warrant Holders present or represented by proxy and entitled to vote at the Warrant Holders Meeting.



 

17


Table of Contents

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of RTP that Joby Aviation redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

 

   

(a) hold public shares or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and Public Warrants prior to exercising your redemption rights with respect to the public shares;

 

   

submit a written request to Continental Stock Transfer & Trust Company (“Continental”), RTP’s transfer agent, that Joby Aviation redeem all or a portion of your public shares for cash; and

 

   

deliver your public shares to Continental, RTP’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and Public Warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact Continental, RTP’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, RTP’s transfer agent, Joby Aviation will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Joby Aviation common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of RTP — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither RTP shareholders nor RTP warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.



 

18


Table of Contents

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. RTP has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a shareholder or Public Warrant Holder grants a proxy, it may still vote in person if it revokes its proxy before the extraordinary general meeting or the Warrant Holders Meeting, as applicable. A shareholder or Public Warrant Holder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting and Warrant Holders Meeting of RTP — Revoking Your Proxy.”

Interests of RTP’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of RTP’s board of directors in favor of approval of the proposals in this proxy statement/prospectus, you should keep in mind that the Sponsor and RTP’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, those of RTP shareholders and warrant holders generally. RTP’s board of directors was aware of and considered these interests, among other matters, in approving the terms of the Business Combination and in recommending to RTP’s shareholders that they vote to approve the Business Combination. See the section entitled “BCA Proposal — Interests of RTP’s Directors and Executive Officers in the Business Combination” for a discussion of these considerations.

Interests of Joby’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of RTP’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that Joby’s directors and executive officers may have interests in the Business Combination that are different from, or in addition to, those of Joby’s shareholders generally. See the section entitled “BCA Proposal — Interests of Joby’s Directors and Executive Officers in the Business Combination” for a discussion of these considerations.

Recommendation to Shareholders and Public Warrant Holders of RTP

RTP’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of RTP’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” the Stock Issuance Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

RTP’s board of directors believes that the Warrant Amendment Proposal is in the best interest of RTP’s Public Warrant Holders and unanimously recommends that its Public Warrant Holders vote “FOR” the Warrant Amendment Proposal and “FOR” the Warrant Holders Adjournment Proposal, in each case, if presented to the Warrant Holders Meeting.

The existence of financial and personal interests of one or more of RTP’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTP and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTP’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of RTP’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.



 

19


Table of Contents

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Joby Aviation issues or, as applicable, reserves for issuance in respect of Joby Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Joby Aviation common stock, an aggregate of 500,000,000 shares of Joby Aviation common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement (assuming that all Joby Aviation Options are net-settled). If the actual facts are different from these assumptions, the below figures will be different.

 

Sources

    

Uses

 

($ in millions)

      

Rollover equity

  $ 5,000      Cash to balance sheet   $ 1,528  

Cash and investments held in trust account

  $ 690      Equity consideration to Joby’s existing investors     5,000  

Committed funding (1)

    910      Estimated transaction costs (2)     72  
 

 

 

      

 

 

 

Total sources

  $ 6,600      Total uses   $ 6,600  
 

 

 

      

 

 

 

 

(1)

Committed funding is inclusive of $835 million of a fully committed PIPE investment and $75 million Uber note, which converts immediately prior to consummation of the Merger, these $75 million shares to be issued to Uber are excluded from the equity consideration to Joby’s existing investors.

 

(2)

Includes deferred underwriting commission of $24.2 million and estimated transaction expenses.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the Company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Joby Aviation immediately following the Domestication will be the same as those of RTP immediately prior to the Domestication.

The Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in ASC 805, RTP is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of Joby issuing stock for the net assets of RTP, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Joby.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder, certain transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”), and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be



 

20


Table of Contents

completed until the expiration of a 30-day waiting period following the filing of the parties’ respective Notification and Report Forms with the Antitrust Division and the FTC, unless early termination is granted. On March 9, 2021, RTP and Joby filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC. The waiting period expired at 11:59 pm EST on April 8, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. RTP cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, RTP cannot assure you as to its result.

None of RTP nor Joby are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

RTP is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in RTP’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. RTP has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, RTP, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make it difficult or impossible to compare RTP’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

RTP will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of RTP’s initial public offering, (b) in which RTP has total annual gross revenue of at least $1.07 billion or (c) in which RTP is deemed to be a large accelerated filer, which



 

21


Table of Contents

means the market value of RTP’s common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter and (2) the date on which RTP has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Risk Factors

In evaluating the proposals to be presented at the RTP extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Joby Aviation’s business and industry and the risks of the combined company are summarized below:

 

   

Joby Aviation’s success depends on the growth of the market for Urban Air Mobility and upon the willingness of consumers to adopt aerial ridesharing services;

 

   

Joby Aviation may not be able to launch its aerial ridesharing service beginning in 2024, as currently projected;

 

   

Joby Aviation may not be able to effectively build a customer-facing business or app;

 

   

Joby Aviation may not be able to reduce end-user pricing over time at rates sufficient to stimulate demand and drive expected growth for its aerial ridesharing service;

 

   

Joby Aviation may not be able to capture its first mover advantage if its competitors commercialize their technology first;

 

   

Joby Aviation may not be able to secure or effectively integrate first and last mile ground mobility into our aerial ridesharing service, or otherwise make the service sufficiently convenient to drive customer adoption;

 

   

Risk that homogeneity in broader industry may impact customer perception of Joby Aviation and its reputation;

 

   

Demand for Joby Aviation’s services may be affected by changes in consumer preferences, discretionary spending and other economic conditions;

 

   

Potential aircraft underperformance or defects or inability to produce aircraft in the volumes projected or on the timelines projected, which anticipate commercialization beginning in 2024;

 

   

Potential material adverse impact of crashes, accidents or incidents of eVTOL aircraft or involving lithium batteries involving Joby Aviation or its competitors;

 

   

Joby Aviation depends on suppliers and service partners for the parts and components in its aircraft and for operational needs;

 

   

Joby Aviation may not be able to obtain relevant regulatory approvals for the commercialization of its aircraft or operation of its mobility service;

 

   

There may be regulatory disagreements regarding integrating its service into the National Airspace System without changes to existing regulations and procedures and potential inability to comply if changes are needed;

 

   

Joby Aviation may face an increase in operating costs and resulting service delays and disruptions if there are changes government regulation imposing additional requirements and restrictions on its operations;

 

   

Risks related to the U.S. Department of Transportation regulation of the terms of sale of our air transportation services;



 

22


Table of Contents
   

Joby Aviation may face cost increases resulting from security regulation;

 

   

Risks related to potential unfavorable changes in U.S. export and import control laws and regulations;

 

   

Joby Aviation may not be able to secure contracts or continue to grow our relationship with the U.S. government and the Department of Defense, limiting its ability to operate prior to receiving FAA certification of airworthiness;

 

   

Risk that the U.S. government may modify, curtail or terminate one or more of our contracts;

 

   

Risks related to unauthorized use by third parties of Joby Aviation’s intellectual property;

 

   

Conflicts may arise between Joby Aviation and its strategic partners;

 

   

Natural disasters, permitting or other external factors affecting operations of Joby Aviation’s facilities;

 

   

Joby Aviation has a history of operating losses and may not be able to generate sufficient revenue to achieve and sustain profitability.

 

   

Risk of any material disruption in our information systems;

 

   

If Joby Aviation is unable to and maintain adequate facilities and infrastructure, including securing access to key infrastructure such as airports, it may not be able to offer useful services;

 

   

The shortage of pilots and mechanics may impact Joby Aviation’s operating costs and its ability to deploy service at scale;

 

   

Risks associated with weather, climate change, natural disasters, outbreaks and pandemics, regulatory conditions and other external factors;

 

   

Significant expenditures in capital improvements and operating expenses to develop and maintain a skyport network to support a high-volume service;

 

   

The combined company will depend on the continued services of Joby Aviation’s senior management team and other highly skilled personnel, and the loss of one or more key employees or an inability to attract and retain highly skilled employees could harm the combined company’s business.

 

   

The ability of the parties to successfully or timely consummate the Business Combination.



 

23


Table of Contents

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF JOBY

The following table shows selected historical financial information of Joby for the periods and as of the dates indicated.

The selected historical consolidated statements of operations data and historical consolidated statements of cash flow data of Joby for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Joby’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus.

The selected historical condensed consolidated statements of operations data of Joby for the three months ended March 31, 2021 and 2020 and the condensed consolidated balance sheet data as of March 31, 2021 are derived from Joby’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus. In Joby’s management’s opinion, the unaudited interim condensed consolidated financial statements include all adjustments necessary to state fairly Joby’s financial position as of March 31, 2021 and the condensed consolidated results of operations for the three months ended March 31, 2021 and 2020.

The financial information contained in this section relates to Joby, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of the post-combination company going forward. See the section titled “Selected Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

Additionally, the following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and the section titled “Joby’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Joby’s consolidated financial statements and the related notes. Joby’s historical results are not necessarily indicative of the results that may be expected in the future.



 

24


Table of Contents

Additionally, the following selected historical financial information should be read together with the consolidated financial statements and accompanying notes and the section titled “ Joby’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Joby’s consolidated financial statements and the related notes. Joby’s historical results are not necessarily indicative of the results that may be expected in the future.

 

     Three Months Ended March 31,     Year Ended December 31,  
Consolidated Statement of Operations    2021     2020     2020     2019  

Operating expenses:

        

Research and development (1)

     34,184       22,606       108,741       70,178  

Selling, general and administrative (1)

     11,644       4,838       23,495       13,970  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     45,828       27,444       132,236       84,148  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (45,828     (27,444     (132,236     (84,148

Interest income

     441       2,091       5,428       1,937  

Interest expense

     (863     (33     (249     (22,952

Gain from deconsolidation of a subsidiary

     —         —         6,904       —    

Income from equity method investment

     4,710       —         5,799       —    

Loss from changes in fair value of derivative liability

     —         —         —         (4,947

Convertible notes extinguishment loss

     —         —         —         (366

Other income, net

     39       33       221       129  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss before income taxes

     (41,501     (25,353     (114,133     (110,347

Income tax expense

     4       8       31       2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (41,505     (25,361     (114,164     (110,349
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding, basic and diluted

     32,110,560       28,828,947       30,066,847       26,839,662  

Basic and diluted net loss per share

   $ (1.29   $ (0.88   $ (3.80   $ (4.11

 

     Three Months Ended
March 31,
     Year Ended
December 31,
 
     2021      2020      2020      2019  

Stock-based Compensation

           

Research and development expenses

   $     3,119      $     793      $ 6,130      $ 3,301  

Selling, general and administrative expenses

     1,689        57        1,055        605  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total stock-based compensation

   $ 4,808      $ 850      $ 7,185      $ 3,906  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     As of March 31,     As of December 31,  
     2021     2020     2019  

Consolidated Balance Sheet Data

      

Cash and cash equivalents

   $ 116,782     $ 77,337     $ 507,176  

Working capital (2)

     478,243       443,178       503,430  

Total assets

     621,707       497,254       534,803  

Redeemable convertible preferred stock

     845,931       768,312       698,452  

Total stockholders’ deficit

     (318,055     (283,168     (177,193


 

25


Table of Contents
     Three Months Ended
March 31,
    Year Ended
December 31,
 
     2021     2020     2020     2019  

Consolidated Statement of Cash Flow Data

        

Net cash provided by (used in)

        

Operating activities

   $ (29,665   $ (26,375   $ (105,900   $ (76,237

Investing activities

     (5,879     (371,941     (393,159     (9,240

Financing activities

     74,989       45,241       69,220       468,410  

 

 

(1)

Includes stock-based compensation expense as detailed above.

(2)

Working capital calculated as current assets minus current liabilities.



 

26


Table of Contents

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following selected unaudited pro forma condensed combined financial data (the “selected pro forma information”) gives effect to the Business Combination described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” The Business Combination will be accounted for as a reverse recapitalization under U.S. GAAP. Under this method of accounting, RTP is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Joby Aviation will represent a continuation of the financial statements of Joby with the Business Combination being treated as the equivalent of Joby issuing stock for the net assets of RTP, accompanied by a recapitalization. The net assets of RTP will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be presented as those of Joby in future reports of Joby Aviation.

The selected unaudited pro forma condensed combined balance sheet data as of March 31, 2021 gives pro forma effect to the Merger and other events contemplated by the Merger Agreement as if it had occurred on March 31, 2021. The selected unaudited pro forma condensed combined statement of operations data for the three months ended March 31, 2021 and for the year ended December 31, 2020 gives pro forma effect to the Merger and other events contemplated by the Merger Agreement as if it had occurred on January 1, 2020.

The selected pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of Joby Aviation appearing elsewhere in this proxy statement/prospectus and the accompanying notes, in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements of RTP and Joby and related notes included elsewhere in this proxy statement/prospectus. The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what Joby Aviation’s financial position or results of operations actually would have been had the Merger and other events contemplated by the Merger Agreement been completed as of the dates indicated. In addition, the selected pro forma information does not purport to project the future financial position or operating results of Joby Aviation.

The following table presents selected pro forma information after giving effect to the Merger and other events contemplated by the Merger Agreement, presented under two scenarios:

 

   

Assuming No Redemption: This presentation assumes that no public stockholders of RTP exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

 

   

Assuming Maximum Redemption: This presentation assumes 60,000,274 of the public shares are redeemed for their pro rata share of the funds in RTP’s trust account. This scenario gives effect to RTP’s public share redemptions of 60,000,274 shares for aggregate redemption payments of approximately $600.03 million. The Merger Agreement provides that the obligations of Joby to consummate the Merger are conditioned on, among other things, that as of the Closing, RTP will have a minimum of $1,000 million in cash comprising (i) the cash held in the trust account after giving effect to RTP share redemptions (but prior to the payment of any (a) deferred underwriting commissions being held in the trust account and (b) transaction expenses of Joby or RTP), (ii) the PIPE Investment Amount and (iii) and the Uber Note Principal Amount. If the minimum cash requirement is not met, then Joby would not be obligated to consummate the Merger.



 

27


Table of Contents

The following summarizes the pro forma Joby Aviation common stock issued and outstanding immediately after the Business Combination, presented under the two scenarios listed above:

 

     Share Ownership in Joby Aviation  
     Pro Forma Combined
(No Redemptions)
     Pro Forma Combined
(Maximum Redemptions) (1)
 
     Number of
Shares
     Percentage
of
Outstanding
Shares
     Number of
Shares
     Percentage
of
Outstanding
Shares
 

Joby Aviation Stockholders (2)

     487,978,779        75.35        487,978,779        83.04  

RTP’s public shareholders

     69,000,000        10.65        8,999,726        1.53  

Sponsor, its related parties and RTP independent directors (3)

     28,750,000        4.44        28,750,000        4.89  

Third Party PIPE Investors

     61,900,000        9.56        61,900,000        10.53  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     647,628,779        100.00        587,628,505        100.00  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Assumes additional redemptions of 60,000,274 Class A public shares of RTP in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of March 31, 2021.

(2)

Includes (a) 470,188,611 shares expected to be issued to existing Joby common and preferred shareholders (including holders of the Joby Warrants, which will convert into Joby capital stock immediately prior to the Business Combination), 9,268,122 shares of which are subject to repurchase related to early exercised stock options and unvested restricted stock awards (of which restricted stock awards are 507,560), (b) 10,100,000 shares subscribed for by the Joby PIPE Investors and (c) 7,690,169 shares expected to be issued to the holder of the Uber Note. These share amounts may not sum due to rounding.

(3)

Includes 17,130,000 shares held by the Sponsor (the “Sponsor Shares”) (assuming such shares were fully vested), 11,500,000 shares subscribed for by the Sponsor Related PIPE Investors and 120,000 shares held by the current independent directors of RTP. The Sponsor Shares are subject to a vesting schedule with 20% of the Sponsor Shares vesting in tranches when the VWAP of the Joby Aviation common stock is greater than $12.00, $18.00, $24.00, $32.00 and $50.00 for any 20 trading days within a period of 30 trading days. After 10 years following the Closing, the Sponsor agrees to forfeit any Sponsor Shares which have not yet vested.



 

28


Table of Contents

SUMMARY OF UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

     Pro Forma
Combined
(Assuming No
Redemptions
Scenario)
     Pro Forma
Combined
(Assuming
Maximum
Redemptions
Scenario)
 
     (in thousands except for share
and per share data)
 

Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data

     

Three Months Ended March 31, 2021

     

Net loss

   $ (979      (979

Net loss per share - basic and diluted

   $ (0.00    $ (0.00

Weighted-average common shares outstanding - basic and diluted (1)

     621,230,659        561,230,385  

Year Ended December 31, 2020

     

Net loss

   $ (178,238    $ (178,238

Net loss per share - basic and diluted

   $ (0.29    $ (0.32

Weighted-average common shares outstanding - basic and diluted (2)

     620,537,529        560,535,299  

Summary Unaudited Pro Forma Condensed Combined

     

Balance Sheet Data as of March 31, 2021

     

Total assets

   $ 2,069,418      $ 1,469,397  

Total liabilities

   $ 222,482      $ 222,482  

Total stockholders’ equity

   $ 1,846,936      $ 1,246,915  

 

(1)

The weighted average common shares outstanding include (a) outstanding redeemable convertible preferred stock of Joby, which is entitled to the same per share merger consideration as Joby common stock on an as converted to common stock basis, and (b) common stock or preferred stock of Joby issuable upon the exercise of the SVB Warrants and the In-Q-Tel Warrant and upon the conversion of the Uber Note, which will occur immediately prior to the Business Combination. Amount excludes 9,268,122 shares of Joby Aviation common stock related to the conversion of all outstanding shares of Joby unvested restricted stock awards and early exercised stock options subject to repurchase and 17,130,000 Founder Shares subject to forfeiture. Outstanding options, RSUs and RTP’s warrants are anti-dilutive and are not included in the calculation of diluted net loss per share.

(2)

The weighted average common shares outstanding include (a) outstanding redeemable convertible preferred stock of Joby, which is entitled to the same per share merger consideration as Joby common stock on an as converted to common stock basis, and (b) common stock or preferred stock of Joby issuable upon the exercise of the SVB Warrants and the In-Q-Tel Warrant and upon the conversion of the Uber Note, which will occur immediately prior to the Business Combination. Amount excludes 9,641,603 shares of Joby Aviation common stock related to the conversion of all outstanding shares of Joby unvested restricted stock awards and early exercised stock options subject to repurchase and 17,130,000 Founder Shares subject to forfeiture. Outstanding options, RSUs and RTP’s warrants are anti-dilutive and are not included in the calculation of diluted net loss per share.



 

29


Table of Contents

COMPARATIVE PER SHARE DATA

The following table sets forth summary historical comparative share information for RTP and Joby, respectively and unaudited pro forma condensed combined per share information of Joby Aviation after giving effect to the Merger and other events contemplated by the Merger Agreement, in each case, presented under the two following scenarios:

 

   

Assuming No Redemption: This presentation assumes that no public stockholders of RTP exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

 

   

Assuming Maximum Redemption: This presentation assumes 60,000,274 of the public shares are redeemed for their pro rata share of the funds in RTP’s trust account. This scenario gives effect to RTP’s public share redemptions of 60,000,274 shares for aggregate redemption payments of approximately $600.03 million. The Merger Agreement provides that the obligations of Joby to consummate the Merger are conditioned on, among other things, that as of the Closing, RTP will have a minimum of $1,000 million in cash comprising (i) the cash held in the trust account after giving effect to RTP share redemptions (but prior to the payment of any (a) deferred underwriting commissions being held in the trust account and (b) transaction expenses of Joby or RTP), (ii) the PIPE Investment Amount and (iii) the Uber Note Principal Amount. If the minimum cash requirement is not met, then Joby would not be obligated the consummate the Merger.

The pro forma book value information reflects the Merger as if it had occurred on March 31, 2021. The pro forma weighted average shares outstanding and net loss per share information reflect the Merger and other events contemplated by the Merger Agreement as if they had occurred on January 1, 2020.

This information is only a summary and should be read in conjunction with the historical financial statements of RTP and Joby and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of RTP and Joby is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”



 

30


Table of Contents

The unaudited pro forma combined income (loss) per share information below does not purport to represent the income (loss) per share which would have occurred had RTP and Joby been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of RTP and Joby would have been had the companies been combined during the periods presented.

 

                Pro Forma Combined     Joby Aero equivalent pro
forma per share data (3)
 
    Joby Aero,
Inc.
(Historical)
    RTP
(Historical)
    No
Redemptions
    Maximum
Redemptions
    No
Redemptions
    Maximum
Redemptions
 

As of and for the Year Ended December 31, 2020 (1)

           

Book Value per share (2)

  $ (8.02   $ 0.17     $ 2.67     $ 1.92     $ 9.26     $ 6.66  

Net income (loss) per share of Class A Common Stock- basic and diluted

    $ 0.00          

Weighted average shares outstanding of Class A Common Stock- basic and diluted

      69,000,000          

Net loss per share of Class B Common Stock- basic and diluted

      (3.70        

Weighted average shares outstanding of Class B Common Stock- basic and diluted

      17,250,000          

Net loss per Joby Aero Common Stock- basic and diluted

  $ (3.80          

Weighted average shares outstanding of Joby Aero common stock- basic and diluted

    30,066,847            

Net income (loss) per share of Joby Aviation Common Stock- basic and diluted

      $ (0.29   $ (0.32   $ (1.00   $ (1.10

Weighted average shares outstanding Joby Aviation Common Stock- basic and diluted (4)

        620,537,529       560,535,299       439,089,886       439,089,886  

 

(1)

There were no cash dividends declared in the period presented.

(2)

Book value per share is calculated as (a) total permanent equity divided by (b) the total number of shares of Joby Aviation common stock outstanding classified in permanent equity.

(3)

The equivalent per share data for Joby is calculated by multiplying the combined pro forma per share data by the Exchange Ratio.

(4)

The pro-forma weighted average shares outstanding include (a) outstanding redeemable convertible preferred stock of Joby, which is entitled to the same per share merger consideration as Joby common stock on an as converted to common stock basis, and (b) common stock or preferred stock of Joby issuable upon the exercise of the SVB Warrants and the In-Q-Tel Warrant and upon the conversion of the Uber Note, which will occur immediately prior to the Business Combination. Amount excludes 9,641,603 shares of Joby Aviation common stock related to the conversion of all outstanding shares of Joby unvested restricted stock awards and early exercised stock options subject to repurchase and 17,130,000 Founder Shares subject to forfeiture. Outstanding options and RSUs are anti-dilutive and are not included in the calculation of diluted net loss per share.



 

31


Table of Contents
                Pro Forma Combined     Joby Aero equivalent pro forma
per share data (3)
 
    Joby Aero,
Inc.
(Historical)
    RTP
(Historical)
    No
Redemptions
    Maximum
Redemptions
    No
Redemptions
    Maximum
Redemptions
 

As of and for the Three Months Ended March 31, 2021 (1)

           

Book Value per share (2)

  $ (8.98   $ 0.19     $ 2.85     $ 2.12     $ 9.90     $ 7.36  

Net income (loss) per share of Class A Common Stock- basic and diluted

    $ 0.00          

Weighted average shares outstanding of Class A Common Stock- basic and diluted

      69,000,000          

Net loss per share of Class B Common Stock- basic and diluted

      (2.35        

Weighted average shares outstanding of Class B Common Stock- basic and diluted

      17,250,000          

Net loss per Joby Aero Common Stock- basic and diluted

  $ (1.29          

Weighted average shares outstanding of Joby Aero common stock- basic and diluted

    32,110,560            

Net income (loss) per share of Joby Aviation Common Stock- basic and diluted

      $ (0.00   $ (0.00   $ (0.01   $ (0.01

Weighted average shares outstanding Joby Aviation Common Stock- basic and diluted (4)

        621,230,659       561,230,385       455,204,211       455,204,211  

 

(1)

There were no cash dividends declared in the period presented.

(2)

Book value per share is calculated as (a) total permanent equity divided by (b) the total number of shares of Joby Aviation common stock outstanding classified in permanent equity.

(3)

The equivalent per share data for Joby is calculated by multiplying the combined pro forma per share data by the Exchange Ratio.

(4)

The pro-forma weighted average shares outstanding include (a) outstanding redeemable convertible preferred stock of Joby, which is entitled to the same per share merger consideration as Joby common stock on an as converted to common stock basis, and (b) common stock or preferred stock of Joby issuable upon the exercise of the SVB Warrants and the In-Q-Tel Warrant and upon the conversion of the Uber Note, which will occur immediately prior to the Business Combination. Amount excludes 9,268,122 shares of Joby Aviation common stock related to the conversion of all outstanding shares of Joby unvested restricted stock awards and early exercised stock options subject to repurchase and 17,130,000 Founder Shares subject to forfeiture. Outstanding options and RSUs are anti-dilutive and are not included in the calculation of diluted net loss per share.

 

32


Table of Contents

MARKET PRICE AND DIVIDEND INFORMATION

The RTP units, RTP Class A ordinary shares and RTP warrants are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “RTP.U,” “RTP” and “RTP WS,” respectively.

The most recent closing prices of the RTP units, RTP Class A ordinary shares and RTP warrants as of February 23, 2021, the last trading day before announcement of the execution of the Merger Agreement, were $13.82, $12.94 and $4.05, respectively. As of June 14, 2021, the record date for the extraordinary general meeting, the most recent closing price for each RTP unit, RTP Class A ordinary share and RTP warrant was $                 , $                and $                , respectively.

Holders of the units, public shares and Public Warrants should obtain current market quotations for their securities. The market price of RTP’s securities could vary at any time before the Business Combination.

Holders

As of the date of this proxy statement/prospectus there was one holder of record of RTP Class A ordinary shares, five holders of record of RTP Class B ordinary shares, one holder of record of RTP units and two holders of record of RTP warrants. See “Beneficial Ownership of Securities”.

Dividend Policy

RTP has not paid any cash dividends on its Class A ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of Joby Aviation subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of Joby Aviation’ board of directors. RTP’s board of directors is not currently contemplating and does not anticipate declaring stock dividends nor is it currently expected that the board of directors of Joby Aviation will declare any dividends in the foreseeable future. Further, the ability of Joby Aviation to declare dividends may be limited by the terms of financing or other agreements entered into by Joby Aviation or its subsidiaries from time to time.

Price Range of Joby’s Securities

Historical market price information regarding Joby is not provided because there is no public market for Joby’s securities. For information regarding Joby’s liquidity and capital resources, see “Joby’s Management’s Discussion and Analysis of Financial Condition and Results of Operations  Liquidity and Capital Resources”.



 

33


Table of Contents

RISK FACTORS

RTP shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the relevant proposals described in this proxy statement/prospectus.

Investing in Joby Aviation common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this proxy statement/prospectus, before deciding to invest in Joby Aviation common stock. Joby Aviation’s business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks or uncertainties, as well as by risks or uncertainties not currently known to RTP or Joby, or that RTP and Joby do not currently believe are material. In that case, the trading price of Joby Aviation common stock could decline, and you may lose all or part of your investment.

Risks Related to Joby’s Business and Industry

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Joby Aero, Inc. and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Joby Aviation and its subsidiaries following the consummation of the Business Combination.

Market & Service

The market for Urban Air Mobility (UAM) has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The UAM market is still emerging and has not been established with precision. It is uncertain to what extent market acceptance will grow, if at all. We intend to initially launch operations in a limited number of metropolitan areas. The success of these markets and the opportunity for future growth in these markets may not be representative of the potential market for UAM in other metropolitan areas. Our success will depend to a substantial extent on regulatory approval and availability of eVTOL technology, as well as the willingness of commuters and travelers to widely-adopt air mobility as an alternative for ground transportation. If the public does not perceive UAM as beneficial, or chooses not to adopt UAM as a result of concerns regarding safety, affordability, value proposition or for other reasons, then the market for our offerings may not develop, may develop more slowly than we expect or may not achieve the growth potential we expect. As a result, the number of potential fliers using our services cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our current or targeted future markets. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.

Growth of our business will require significant investments in our infrastructure, technology and marketing and sales efforts. Our current cash flow has not been sufficient to support these needs. If our business does not generate the level of available cash flow required to support these investments, our results of operations will be negatively affected. Further, our ability to effectively manage growth and expansion of our operations will also require us to enhance our research and development, manufacturing, operational systems, internal controls and infrastructure, human resources policies and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.

There may be reluctance by consumers to adopt this new form of mobility, or unwillingness to pay our projected prices.

Our growth is highly dependent upon the adoption by consumers of an entirely new form of mobility offered by eVTOL aircraft and the UAM market. If consumers do not adopt this new form of mobility or are not willing

 

34


Table of Contents

to pay the prices we project for our aerial ridesharing service, our business never materialize and our, prospects, financial condition and operating results will be harmed. This market is new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, new aircraft announcements and changing consumer demands and behaviors.

Our success in a given market will depend on our ability to develop a network of passengers and accurately assess and predict passenger demand and price sensitivity. Demand and price sensitivity may fluctuate based on a variety of factors, including macroeconomic factors, quality of service, negative publicity, safety incidents, corporate reporting related to safety, quality of customer support, perceived political or geopolitical affiliations, or dissatisfaction with our products and offerings in general. If we fail to attract passengers or fail to accurately predict demand and price sensitivity, it would harm our financial performance and our competitors’ products may achieve greater market adoption and may grow at a faster rate than our service.

We expect that a large driver of passenger demand for our service will be time savings when compared with alternative modes of transportation. Should we be unable to deliver a sufficient level of time savings for our passengers or if expected time savings are impacted by delays or cancellations, it could reduce demand for our services. If we are unable to generate demand or demand falls, our business, financial conditions, and results of operations could be adversely affected.

We may not be able to launch our aerial ridesharing service beginning in 2024, as currently projected.

We will need to address significant regulatory, political, operational, logistical, and other challenges in order to launch our aerial ridesharing service. We do not currently have infrastructure in place to operate the service and such infrastructure may not be available or may be occupied on an exclusive basis by competitors. We also have not yet received FAA certification of our aircraft or other required airspace or operational authority and government approvals, which is essential to operate the service, and for aircraft production and operation. In addition, our pre-certification operations may increase the likelihood of discovering issues with our aircraft, which could result in delays to certification of our aircraft. Any delay in the financing, design, manufacture and launch of our aircraft could materially damage our brand, business, prospects, financial condition and operating results. Aircraft manufacturers often experience delays in the design, manufacture and commercial release of new aircraft. These delays may result in additional costs and adverse publicity for our business. If we are not able to overcome these challenges, our business, prospects, operating results and financial condition will be negatively impacted and our ability to grow our business will be harmed. In addition to operate as an air carrier, we will need to obtain an air carrier certificate from the Federal Aviation Administration (“FAA”) and economic authority from the U.S. Department of Transportation (“DOT”).

We may be unable to effectively build a customer-facing business or app.

We have not yet developed the application that will act as the platform through which users will book trips. We may experience difficulty in developing the applications necessary to operate the business, including the customer facing application, which may result in adverse effects on the business. The software underlying the application is expected to be highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after the code has been released. The third-party software that we incorporate into our platform may also be subject to errors or vulnerabilities. Any errors or vulnerabilities discovered in our platform, whether in our proprietary code or that of third third-party software on which our software relies, could result in negative publicity, a loss of users or loss of revenue, access or other performance issues, security incidents, or other liabilities. Such vulnerabilities could also prevent fliers from booking flights, which would adversely affect our flier utilization rates, or disrupting communications within the company (e.g., flight schedules or passenger manifests), which could affect our on-time performance. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any failure to timely and effectively resolve any such errors, defects or vulnerabilities could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand.

 

35


Table of Contents

Our systems, or those of third parties upon which we rely, may experience service interruptions, outages, or degradation because of hardware and software defects or malfunctions, human error or malfeasance by third parties or our employees, contractors, or service providers, earthquakes, hurricanes, floods, fires, natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, cyberattacks or other events. Our insurance may not be sufficient, and we may not have sufficient remedies available to us from our third party service providers, to cover all of our losses that may result from such interruptions, outages, or degradations.

We may be unable to reduce end-user pricing over time at rates sufficient to stimulate demand and drive expected growth for our aerial ridesharing service.

We may not be able to successfully reduce end-user pricing over time to increase demand, address new market segments and develop a significantly broader customer base. We expect that our initial end-user pricing may be most applicable to relatively affluent consumers, and we will need to address additional markets and expand our customer demographic in order to further grow our business. In particular, we intend for our aerial ridesharing service to be economically accessible to a broad segment of the population and appeal to the customers of ground-based ridesharing services, taxis, and other methods of transportation.

Reducing end-user pricing in a timely manner is dependent on management accurately estimating the unit economics of our aircraft and the corresponding service. For example, if management’s estimates are inaccurate regarding production volumes, utilization rates, demand elasticity, operating conditions, deployment volumes, production costs, indirect cost of goods sold, landing fees, charging fees, electricity availability and/or other operating expense, we may be unable to offer our service at end-user pricing that is sufficiently compelling to initiate the local network effects that we are predicting. This could adversely affect our business, financial condition and results of operations as well as negatively impact our reputation or brand.

Our competitors may commercialize their technology before us, either in general or in specific markets, or we may otherwise not be able to fully capture the first mover advantage that we anticipate.

While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be increasingly competitive and it is possible that our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not fully realize the benefits we anticipate, and we may not receive any competitive advantage or may be overcome by other competitors. If new companies or existing aerospace companies launch competing solutions in the markets in which we intend to operate and obtain large scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. In the event we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects.

Many of our current and potential competitors are larger and have substantially greater resources than we have and expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. In particular, our competitors may be able to receive airworthiness certificates or production certificates for their aircraft prior to us receiving such certificates. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor, for example, could benefit from subsidies from, or other protective measures by, its home country.

 

36


Table of Contents

We may be unable to secure or effectively integrate first and last mile ground mobility into our aerial ridesharing service, or otherwise make the service sufficiently convenient to drive customer adoption.

Our service will depend, in part, on third party ground operators to take customers from their origin to their departure skyport and from their arrival skyport to their ultimate destination. While we expect to be able to integrate these third-party ground operators into our service, we cannot guarantee that we will be able to do so effectively, at prices that are favorable to us, or at all. While we do not intend to own or operate the ground portion of our multimodal service, our business will rely on such services. Our business and our brand will be affiliated with these third-party ground operators and we may experience harm to our reputation if our third party ground operators suffer from poor service, negative publicity, accidents, or safety incidents. The foregoing risks could adversely affect our business, financial conditions and results of operations.

Our customers’ perception of us and our reputation may be impacted by the broader industry and customers may not differentiate our services from our competitors.

Passengers and other stakeholders may not differentiate between us and the broader aviation industry or, more specifically, the UAM service industry. If our competitors or other participants in this market have problems in a wide range of issues, including safety, technology development, engagement with aircraft certification bodies or other regulators, engagement with communities, target demographics or other positioning in the market, security, data privacy, flight delays, or bad customer service, such problems could impact the public perception of the entire industry, including our business. We may fail to adequately differentiate our brand, our services and our aircraft from others in the market which could impact our ability to attract passengers or engage with other key stakeholders. The failure to differentiate ourselves and the impact of poor public perception of the industry could have an adverse impact on our business, financial condition, and results of operations.

Our prospects and operations may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services, including changes resulting from the COVID-19 pandemic.

Our business will be primarily concentrated on UAM services, which we expect may be vulnerable to changes in consumer preferences, discretionary spending and other market changes impacting discretionary purchases. The global economy has in the past, and will in the future, experience recessionary periods and periods of economic instability, including the current business disruption and related financial impact resulting from the global COVID-19 health crisis. During such periods, our passengers may choose not to make discretionary purchases or may reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for air transportation, including UAM services, or could shift demand from our UAM services to other methods of air or ground transportation for which we do not offer a competing service. If we are unable to generate demand or there is a future shift in consumer spending away from UAM services, our business, financial condition and results of operations could be adversely affected.

Aircraft and Production

Our aircraft may not perform at the level we expect, and may have potential defects, such as higher than expected noise profile, lower payload than initially estimated, shorter range and/or shorter useful lives than we anticipate.

Our aircraft may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our aircraft may have a higher noise profile than we expect or carry a lower payload or have shorter maximum range than we estimate. Our aircraft also use a substantial amount of software code to operate. Software products are inherently complex and often contain defects and errors when first introduced.

 

37


Table of Contents

While we have performed extensive testing, in some instances we are still relying on projections and models to validate the projected performance of our aircraft. To date, we have been unable to validate the performance of our aircraft over the expected lifetime of the aircraft. There can be no assurance that we will be able to detect and fix any defects in the aircraft prior to their use in our service.

We expect to introduce new and additional features and capabilities to the aircraft and our service over time. For example, we may initially operate under visual flight rules (VFR) only, and then add the ability to operate under instrument flight rules (IFR) subsequently pursuant to block upgrade to the aircraft. We may be unable to develop or certify these upgrades in a timely manner or at all.

Our service will initially rely on a single aircraft type. Our dependence on our aircraft makes us particularly vulnerable to any design defects or mechanical problems associated with our aircraft or its component parts. Any product defects or any other failure of our aircraft to perform as expected could harm our reputation and result in adverse publicity, delays in or inability to obtain certification, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.

We may not be able to produce aircraft in the volumes and on the timelines projected, which anticipate commercialization beginning in 2024.

There are significant challenges associated with mass producing aircraft in the volumes that we are projecting. Our manufacturing facility and processes remain in the prototype stage. The aerospace industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment costs of designing and manufacturing aircraft, long lead times to bring aircraft to market from the concept and design stage, the need for specialized design and development expertise, extensive regulatory requirements and establishing a brand name and image and the need to establish maintenance and service locations. As a manufacturer of electric aircraft, we face a variety of added challenges to entry that a traditional aircraft manufacturer would not encounter including additional costs of developing and producing an electric powertrain, regulations associated with the transport of lithium-ion batteries and unproven high-volume customer demand for a fully electric aerial mobility service. Additionally, we are developing production lines for components and at volumes for which there is little precedent within the traditional aerospace industry. If we are not able to overcome these barriers, our business, prospects, operating results and financial condition will be negatively impacted and our ability to grow our business will be harmed.

We have not yet constructed a high-volume production facility in which to manufacture and assemble our aircraft. Final designs for the build out of the planned manufacturing facility are still in process, and various aspects of the component procurement and manufacturing plans have not yet been determined. We are currently evaluating, qualifying and selecting our suppliers for the planned production aircraft. However, we may not be able to engage suppliers for the remaining components in a timely manner, at an acceptable price or in the necessary quantities.

In addition, we will also need to do extensive testing to ensure that the aircraft is in compliance with applicable FAA safety regulations and other relevant regulations prior to beginning mass production. In addition to certification of the aircraft, we will be required to obtain approval from the FAA to manufacture completed aircraft pursuant to an FAA-approved type design (e.g., type certificate). Production approval involves initial FAA manufacturing approval and extensive ongoing oversight of mass produced aircraft. If we are unable to obtain production approval for the aircraft, or the FAA imposes unanticipated restrictions as a condition of approval, our projected costs of production could increase substantially.

The timing of our production ramp is dependent upon finalizing certain aspects of the design, engineering, component procurement, testing, build out, and manufacturing plans in a timely manner and upon our ability to execute these plans within the current timeline. It is also dependent on being able to timely obtain Production

 

38


Table of Contents

Certification from the FAA. We intend to fund the build out of this manufacturing facility using existing cash, cash from this offering and future financing opportunities. If we are unable to obtain the funds required on the timeline that we anticipate, our plans for building our manufacturing plants could be delayed which may adversely affect our business, prospects, financial condition and operating results.

Crashes, accidents or incidents of eVTOL aircraft or involving lithium batteries involving us or our competitors could have a material adverse effect on our business, financial condition, and results of operations.

Test flying prototype aircraft is inherently risky, and crashes, accidents or incidents involving our aircraft are possible. Any such occurrence would negatively impact our development, testing and certification efforts, and could result in re-design, certification delay and/or postponements or delays to our commercial service launch.

The operation of aircraft is subject to various risks, and we expect demand for our aerial ridesharing services to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft. Such accidents or incidents could also have a material impact on our ability to obtain FAA certification for our aircraft, or to obtain such certification in a timely manner. Such events could impact confidence in a particular aircraft type or the air transportation services industry as a whole, particularly if such accidents or disasters were due to a safety fault. We believe that regulators and the general public are still forming their opinions about the safety and utility of aircraft that are highly reliant on lithium ion batteries, and/or advanced flight control software capabilities. An accident or incident involving either our aircraft or a competitor’s aircraft during these early stages of opinion formation could have a disproportionate impact on the longer-term view of the emerging UAM market.

We are at risk of adverse publicity stemming from any public incident involving our company, our people, our brand or other companies in our industry. Such an incident could involve the actual or alleged behavior of any of our employees or third-party contractors. Further, if our personnel, our aircraft, or other types of aircraft are involved in a public incident, accident, catastrophe or regulatory enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that our insurance is inapplicable or inadequate, we may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident, catastrophe or action involving our employees, our aircraft, or other types of aircraft could create an adverse public perception, which could harm our reputation, result in passengers being reluctant to use our services, and adversely impact our business, results of operations and financial condition.

Unsatisfactory safety performance of our aircraft could have a material adverse effect on our business, financial condition, and results of operation.

While we are building operational processes designed to ensure that the design, testing, manufacture, performance, operation and servicing of our aircraft meet rigorous quality standards, there can be no assurance that we will not experience operational or process failures and other problems, including through flight test accidents or incidents, manufacturing or design defects, pilot error, cyber-attacks or other intentional acts, that could result in potential safety risks. Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues could result in delaying or cancelling planned flights, increased regulation or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical or operational failures, or other safety incidents could have a material adverse effect on our business, financial condition and results of operation. In addition, our aircraft may be grounded by regulatory authorities due to safety concerns that could have a material adverse impact on our business, financial condition, operating results and prospects.

 

39


Table of Contents

Our dependence on suppliers and service partners for the parts and components in our aircraft and for operational needs.

Despite our high degree of vertical integration within the engineering function, we still rely on purchased parts which we source from dozens of suppliers, some of whom are currently single source suppliers for these components. Our supply base is located globally. Many of the components used in our aircraft must be custom made for us. This supply chain exposes us to multiple potential sources of delivery failure or component shortages for our aircraft. We have not historically maintained long-term agreements with our suppliers, though we are taking steps to put in place certain long-term agreements. While we believe that we may be able to establish alternate supply relationships and can obtain replacement components, we may be unable to do so in the short term or at all at prices that are favorable to us. We may experience source disruptions in our supply chains which may cause delays in our production process for both prototype and commercial production aircraft. We are also in some cases subject to sole source suppliers for certain pieces of manufacturing equipment for which we rely on, or may be reliant on to achieve our projected high-volume production numbers. Changes in business conditions, wars, governmental changes, political intervention, and other factors beyond our control or which we do not presently anticipate, could also affect our suppliers ability to deliver components to us on a timely basis. Furthermore, if we experience significant increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of component parts will be available when required on terms that are acceptable to us, or at all, or that any supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner. The disruption in the supply of components from suppliers could lead to delays in aircraft production, which could materially adversely affect our business, prospects and operating results.

Our business may be adversely affected by union activities.

Although none of our employees are currently represented by a labor union, it is common throughout the aerospace and airline industries generally for many employees to belong to a union, which can result in higher employee costs and increased risk of work stoppages. As we expand our business there can be no assurances that our employees will not join or form a labor union or that we will not be required to become a union signatory. We are also directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs, it could delay the manufacture and sale of our performance electric vehicles and have a material adverse effect on our business, operating results or financial condition.

Regulatory & Airspace

We may be unable to obtain relevant regulatory approvals for the commercialization of our aircraft or operation of our mobility service, including Type Certification, Production Certification, Operating Certification, approvals for permitting new infrastructure or access existing infrastructure or otherwise.

The commercialization of new aircraft and the operation of an aerial mobility service requires certain regulatory authorizations and certifications, including Type Certification and an air carrier certificate issued by the FAA under Part 119 with Part 135 operations specifications. While we anticipate being able to meet the requirements of such authorizations and certificates, we may be unable to obtain such authorizations and certifications, or to do so on the timeline we project. Should we fail to obtain any of the required authorizations or certificates, or do so in a timely manner, or any of these authorizations or certificates are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial service or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition and/or results of operations.

 

40


Table of Contents

Regulatory authorities may disagree with our view that integrating our service into the National Airspace System is possible without changes to existing regulations and procedures, and if changes are needed for airspace integration, we may be unable to comply with the required changes, or comply with them in a timely manner.

There are a number of existing laws, regulations and standards that may apply to our aircraft and our service, including standards that were not originally intended to apply to electric aircraft. While our aircraft and our service are designed, at launch, to operate within the existing U.S. regulatory framework, the FAA or other regulatory authorities within the markets in which we intend to operate may disagree with this view, which may prohibit, restrict, or delay our ability to launch in the relevant market. Regulatory authorities may introduce changes specifically to address electric aircraft or high-volume flights that could delay our ability to launch our service.

In addition, the increased volume of flights resulting from UAM and UAM services, including our own service, may result in regulatory changes for integration into the National Airspace System or international airspace systems applicable to our operations. We may be unable to comply with such regulatory changes at all or do so in a timely manner, interrupting our operation. Such regulatory changes could also result in increased costs and pricing of our services, reducing demand and impacting our financial performance.

The foregoing risks and challenges could adversely affect our prospects, business, financial condition and results of operations.

If current airspace regulations are not modified to increase air traffic capacity, our business could be subject to considerable capacity limitations.

A failure to increase air traffic capacity at and in the airspace serving key markets, including around major airports, in the United States or overseas could create capacity limitations for our future operations and could have a material adverse effect on our business, results of operations and financial condition. Weaknesses in the National Airspace System and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, could result in capacity constraints during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions to our service. While our aircraft is designed to operate in the National Airspace System under existing rules, our business at scale will likely require airspace allocation for UAM operations. Our inability to obtain sufficient access to the National Airspace System could increase our costs and reduce the attractiveness of our service.

Changes in government regulation imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

Aerospace manufacturers and aircraft operators are subject to extensive regulatory and legal requirements that involve significant compliance costs. The DOT and the FAA may issue regulations relating to the operation of aircraft that could require significant expenditures. Implementation of the requirements created by such regulations may result in increased costs for our passengers and us. Additional laws, regulations, taxes and airport rates and charges have been proposed from time to time that could significantly increase the cost of our operations or reduce the demand for air travel. If adopted, these measures could have the effect of raising fares, reducing revenue and increasing costs. We cannot assure you that these and other laws or regulations enacted in the future will not harm our business.

DOT regulates the terms of sale of our air transportation services.

To sell air transportation services in the United States, we will need economic authority from DOT authorizing the sale of our proposed charter and by-the-seat ridesharing services. DOT regulations govern the sale of these services generally prohibit unfair or deceptive practices and unfair methods of competition. DOT further

 

41


Table of Contents

prescribe standards for, among other things, advertising, ticket refunds, baggage liability, consumer disclosures, customer service commitments, customer complaints and the transportation of passengers with disabilities. In the future, the DOT may adopt additional regulations that increase the costs of our operations or otherwise adversely impact the financial performance of our service.

We may be subject to security regulation that will increase our costs.

The Transportation Security Administration (“TSA”) is responsible for certain civil aviation security matters, including the regulation of air carriers that operate under Part 135 of the Federal Aviation Regulations as well as the passenger and baggage screening at U.S. airports. Because we are introducing an innovative service that operates from both airports and skyports, the security regulatory scheme that will apply is uncertain. If the TSA were to impose burdensome security requirements on UAM services, it could reduce the convenience of our service and increase our costs.

We are subject to stringent U.S. export and import control laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation.

Our business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations. We are required to import and export our products, software, technology and services, as well as run our operations in the United States, in full compliance with such laws and regulations, which may include the EAR, the ITAR, and economic sanctions administered by the Treasury Department’s OFAC. Similar laws that impact our business exist in other jurisdictions. These foreign trade controls prohibit, restrict, or regulate our ability to, directly or indirectly, export, deemed export, re-export, deemed re-export or transfer certain hardware, technical data, technology, software, or services to certain countries and territories, entities, and individuals, and for end uses. If we are found to be in violation of these laws and regulations, it could result in civil and criminal, monetary and non-monetary penalties, the loss of export or import privileges, debarment and reputational harm. While none of our current technologies require us to maintain a registration under ITAR, we may become subject to ITAR in the future, which could have a material adverse effect on our business, financial condition and results of operations.

Pursuant to these foreign trade control laws and regulations, we are required, among other things, to (i) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (ii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our business. The authorization requirements include the need to get permission to release controlled technology to foreign person employees and other foreign persons. Changes in U.S. foreign trade control laws and regulations, or reclassifications of our products or technologies, may restrict our operations. The inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our business as planned. Any changes in the export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. Given the great discretion the government has in issuing or denying such authorizations to advance U.S. national security and foreign policy interests, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

We will be subject to rapidly changing and increasingly stringent laws, regulations, industry standards, and other obligations relating to privacy, data protection, and data security. The restrictions and costs imposed by these requirements, or our actual or perceived failure to comply with them, could harm our business.

We will be collecting, using, and disclosing personal information of passengers, personnel, business contacts, and others in the course of operating our business. These activities are or may become regulated by a

 

42


Table of Contents

variety of domestic and foreign laws and regulations relating to privacy, data protection, and data security, which are complex, rapidly evolving, and increasingly stringent.

State legislatures have begun to adopt comprehensive privacy laws. For example, the California Consumer Privacy Act of 2018, which took effect on January 1, 2020, gives California residents expanded rights related to their personal information, including the right to access and delete their personal information, and receive detailed information about how their personal information is used and shared. Similar laws have been passed or been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would make compliance challenging.

Despite our efforts, we may not be successful in complying with the rapidly evolving privacy, data protection, and data security requirements discussed above. Any actual or perceived non-compliance with such requirements could result in litigation and proceedings against us by governmental entities, passengers, or others, fines, civil or criminal penalties, limited ability or inability to operate our business, offer services, or market our platform in certain jurisdictions, negative publicity and harm to our brand and reputation. Such occurrences could have a material adverse effect on our business, financial condition or results of operations.

U.S. Government Contracts and Pre-Certification Operations

We may be unable to secure contracts or continue to grow our relationship with the U.S. government and the Department of Defense, which will limit our ability to operate prior to receiving FAA certification of airworthiness.

We are projecting that we will enter into additional contracts with the U.S. government pursuant to which we would be able to operate our aircraft as a service provider for the Department of Defense or other U.S. government agencies both prior to receiving a certificate of airworthiness from the FAA and after. Failure to obtain these contracts would limit our ability to gain operational learnings about our aircraft and secure meaningful revenue, failure to receive either of which could have a material adverse effect on our business, financial condition and results of operations.

The U.S. government may modify, curtail or terminate one or more of our contracts.

The U.S. government contracting party may modify, curtail or terminate its contracts with us, without prior notice and either at its convenience or for default based on performance. In addition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process due to fiscal constraints, changes in U.S. national security strategy and/or priorities or other reasons. Historically, we have received some U.S. government contract funding under programs designed to benefit “small businesses” as defined under certain provisions of the U.S. Small Business Administration (“SBA”) regulations. The SBA regulations address multiple different programs that have varying eligibility requirements. While we believe that we will continue to be eligible as a small business under some programs, we will likely not be eligible under others. Moreover, the SBA regulations are subject to different interpretations, and the U.S. government may determine that we should no longer be classified as small. If the U.S. government made such a determination, it could terminate, cancel, or decide not to award options on existing agreements.

Any loss or anticipated loss or reduction of expected funding and/or modification, curtailment, or termination of one or more of our U.S. government contracts could have a material adverse effect on our earnings, cash flow and/or financial position, as well as our access to government testing facilities and/or our ability to secure pre-certification operating experience and/or revenues.

 

43


Table of Contents

We conduct a portion of our business pursuant to U.S. government contracts, which are subject to unique risks.

Contracts with the U.S. government are subject to extensive regulations, and changes to those regulations could increase our costs. New regulations, or changes to existing requirements, could increase our compliance costs or otherwise have a material impact on our business. These requirements may result in increased compliance costs, and we could be subject to additional costs in the form of withheld payments and/or reduced future business if we fail to comply with these requirements in the future. Compliance costs attributable to current and potential future regulations such as these could negatively impact our financial condition and operating results.

Contracts with the U.S. government are also subject to a variety of other requirements and risks including government reviews, audits, investigation, False Claims Act cases, suspension and debarment as well as other legal actions and proceedings that generally do not apply to purely commercial contracts. In addition, transactions involving government contractors may be subject to government review and approvals.

Macro

We may be unable to protect our intellectual property rights from unauthorized use by third parties.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including certain technologies deployed in our aircraft or that we utilize in arranging air transportation. To date, we have relied primarily on patents and trade secrets to protect our proprietary technology. Our software is also subject to certain protection under copyright law, though we have chosen not to register any of our copyrights. We routinely enter into non-disclosure agreements with our employees, consultants, third parties and other relevant persons and take other measures to protect our intellectual property rights, such as limiting access to our trade secrets and other confidential information. We intend to continue to rely on these and other means, including patent protection, in the future. However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary and, if successful, may potentially harm our ability to compete, accelerate the development programs of our competitors, and/or result in a deteriorated competitive position in the market. Moreover, our non-disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to ours, and there can be no assurance that our competitors or third parties will comply with the terms of these agreements, or that we will be able to successfully enforce such agreements or obtain sufficient remedies if they are breached. There can be no assurance that the intellectual property rights we own or license will provide competitive advantages or will not be challenged or circumvented by our competitors.

Further, obtaining and maintaining patent, copyright, and trademark protection can be costly, and we may choose not to, or may fail to, pursue or maintain such forms of protection for our technology in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage in such jurisdictions. It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will inadvertently lose protection for failing to comply with all procedural, documentary, payment, and similar obligations during the patent prosecution process. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and mechanisms for enforcement of intellectual property rights in some foreign countries may be inadequate to prevent other parties from infringing our proprietary technology. To the extent we expand our international activities, our exposure to unauthorized use of our technologies and proprietary information may increase. We may also fail to detect unauthorized use of our intellectual property, or be required to expend significant resources to monitor and protect our intellectual property rights, including engaging in litigation, which may be costly, time-consuming, and divert the attention of management and resources, and may not ultimately be successful. If we fail to

 

44


Table of Contents

meaningfully establish, maintain, protect and enforce our intellectual property rights, our business, financial condition and results of operations could be adversely affected.

We may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.

We maintain general liability insurance, aviation flight testing insurance, aircraft liability coverage, directors and officers insurance, and other insurance policies and we believe our level of coverage is customary in the industry and adequate to protect against claims. However, there can be no assurance that it will be sufficient to cover potential claims or that present levels of coverage will be available in the future at reasonable cost. Further, we expect our insurance needs and costs to increase as we build production facilities, manufacture aircraft, establish commercial operations, add routes, increase flight and passenger volumes and expand into new markets, and it is too early to determine what impact, if any, the commercial operation of eVTOLs will have on our insurance costs.

If conflicts arise between us and our strategic partners, our business could be adversely affected or these parties may act in a manner adverse to us.

If conflicts arise between our collaborators or strategic partners and us, the other party may act in a manner adverse to us and could limit our ability to implement our strategies. Our collaborators or strategic partners may develop, either alone or with others, products in related fields that are competitive with our products. Specifically, conflicts with Toyota Motor Corporation may adversely impact our ability to manufacture aircraft or scale production, while conflicts with Uber Technologies, Inc. may adversely impact our ability to successfully launch and maintain our consumer-facing UAM services. Such conflicts with our strategic partners may result in adverse effects on our business, financial condition and results of operations.

The failure of certain advances in technology such as autonomy or battery density to mature at the rates we project may impact our ability to increase the volume of our service and/or drive down end-user pricing at the rates we project.

Our projections rely in part on future advancement of technology, such as aerial and ground-based autonomy and an increase in energy density in batteries. Should these technologies fail to develop, mature or be commercially available within the periods that we project, we may underperform our financial projections, which would materially and adversely affect our business, prospects, operating results and financial condition.

Our facilities may not be operable due to natural disaster, permitting, or other external factors.

Natural disasters, including wildfires, tornados, hurricanes, floods and earthquakes, and severe weather conditions, such as heavy rains, strong winds, dense fog, blizzards or snowstorms, may damage our manufacturing plants, facilities or aircraft. Our Bonny Doon facilities, in particular have been placed at high risk due to wildfire. Our Bonny Doon facilities are also subject to a risk of closure due to zoning and permitting issues. Less severe weather conditions, such as rainfall, snowfall, fog, mist, freezing conditions or extreme temperatures, may also impact the ability for flights to occur as planned, which could reduce our revenue and profitability, and cause passengers to view our service as less reliable.

We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.

We have incurred significant losses since inception. We incurred net losses of $41.5 million, $114.2 million and $110.3 million for the three months ended March 31, 2021 and the years ended December 31, 2020 and 2019, respectively. We have not yet started commercial operations, and it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.

 

45


Table of Contents

We expect our operating expenses to increase over the next several years as we move towards commercial launch, continue to attempt to streamline our manufacturing process, increase our flight cadence, hire more employees and continue research and development efforts relating to new products and technologies. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of March 31, 2021, Joby had approximately $296.6 million and $289.2 million of federal and state net operating loss carryforwards (“NOLs”) and $11.8 million and $10.7 million federal and state research and development tax credits. Under the Tax Cuts and Jobs Act, federal NOLs generated by the Company in tax years through December 31, 2017 may be carried forward for 20 years and may fully offset taxable income in the year utilized and federal NOLs generated by the Company in tax years beginning after December 31, 2017 may be carried forward indefinitely but may only be used to offset 80% of our taxable income annually. Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change federal NOLs and other tax attributes (such as research and development tax credits) to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a greater than 50 percentage point change (by value) in a corporation’s equity ownership by certain stockholders over a rolling three-year period. We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership (some of which shifts are outside our control). As a result, our ability to use our pre-change federal NOLs and other tax attributes to offset future taxable income and taxes could be subject to limitations. Similar provisions of state tax law may also apply. For these reasons, even if we achieve profitability, we may be unable to use a material portion of our NOLs and other tax attributes, which could adversely affect our future cash flows.

We may in the future invest significant resources in developing new offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize.

While our primary focus is on the design, manufacture and operation of our eVTOL aircraft and the related aerial mobility service, we may invest significant resources in developing new technologies, services, products and offerings. However, we may not realize the expected benefits of these investments. Relatedly, if such technologies become viable offerings in the future, we may be subject to competition from our competitors within the aviation industry or other industries, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies. Such competition or any limitations on our ability to take advantage of such technologies could impact our market share, which could have a material adverse effect on our business, financial condition and results of operations.

Such research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. They may involve claims and liabilities, expenses, regulatory challenges and other risks that we may not be able to anticipate. There can be no assurance that consumer demand for such initiatives will exist or be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. Further, any such research and development efforts could distract management from current operations and would divert capital and other resources from our more established technologies. Even if we were to be successful in developing new products, services, offerings or technologies, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing new products, services, offerings or technologies.

 

46


Table of Contents

Any material disruption in our information systems could adversely affect our business.

We rely on information technology networks and systems to operate and manage our business. Our information technology networks and systems will process, transmit and store personal and financial information, proprietary information of our business, and also allow us to coordinate our business across our operation bases, and allow us to communicate with our employees and externally with customers, suppliers, partners and other third parties. While we believe we take reasonable steps to secure these information technology networks and systems, and the data processed, transmitted, and stored thereon, such networks, systems, and data may be susceptible to cyberattacks, viruses, malware, or other unauthorized access or damage (including by environmental, malicious, or negligent acts), which could result in unauthorized access to, or the release and public exposure of, our proprietary information. Any of the foregoing could cause substantial harm to our business, require us to make notifications to governmental authorities, or the media, and could result in litigation, investigations or inquiries by government authorities, or subject us to penalties, fines, and other losses relating to the investigation and remediation of such an attack or other unauthorized access or damage to our information technology systems and networks.

We are dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including finance, marketing, sales, and technology and support personnel. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and harm our business, financial condition and results of operations. Additionally, our financial condition and results of operations may be adversely affected if we are unable to attract and retain skilled employees to support our operations and growth.

If we or our third-party service providers experience a security breach, or if unauthorized parties otherwise obtain access to our customers’ data, our reputation may be harmed, demand for services may be reduced, and we may incur significant liabilities.

Our services involve the storage, processing and transmission of data, including certain confidential and sensitive information. Any security breach, including those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption could result in the loss or destruction of or unauthorized access to, or use, alteration, disclosure, or acquisition of, data, damage to our reputation, litigation, regulatory investigations, or other liabilities. These attacks may come from individual hackers, criminal groups, and state-sponsored organizations. If our security measures are breached as a result of third-party action, employee error, a defect or bug in our products or those of our third-party service providers, malfeasance or otherwise and, as a result, someone obtains unauthorized access to our data, including our confidential, sensitive, or other information about individuals, or any of these types of information is lost, destroyed, or used, altered, disclosed, or acquired without authorization, our reputation may be damaged, our business may suffer, and we could incur significant liability. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain and receive timely payments from existing customers. Further, we could be required to expend significant capital and other resources to address any data security incident or breach, which may not be covered or fully covered by our insurance and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement, or other services.

We engage third-party vendors and service providers to store and otherwise process some of our and our data, including confidential, sensitive, and other information about individuals. Our vendors and service providers may also be the targets of cyberattacks, malicious software, phishing schemes, and fraud. Our ability to

 

47


Table of Contents

monitor our vendors and service providers’ data security is limited, and, in any event, third parties may be able to circumvent those security measures, resulting in the unauthorized access to, misuse, acquisition, disclosure, loss, alteration, or destruction of our data, including confidential, sensitive, and other information about individuals.

Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until after they have been launched against a target. We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative and mitigating measures. If we are unable to efficiently and effectively maintain and upgrade our system safeguards, we may incur unexpected costs and certain of our systems may become more vulnerable to unauthorized access or disruption.

Operations and Infrastructure

If we are unable to obtain and maintain adequate facilities and infrastructure, including securing access to key infrastructure such as airports, we may be unable to offer our service in a way that is useful to passengers.

To operate and expand our proposed aerial ridesharing service, we must secure or otherwise develop adequate landing infrastructure for our aircraft. As airports and heliports around the world become more congested, it may not be possible for us to ensure that our plans for new service can be implemented in a commercially viable manner given infrastructure constraints, including those imposed by inadequate facilities at desirable locations. Access to airports, heliports, and skyports may be prohibitively expensive, not available at all, or may be inconsistent with our projections. Additionally, there is no assurance that we will be able to obtain necessary approvals and to make necessary infrastructure changes to enable adoption of our aircraft, including installation of necessary charging equipment. Any limitation on our ability to acquire or maintain space for passenger terminal operations could prevent our service from being practical for our customers and have a material adverse effect on our business, results of operations and financial condition.

Our advanced air mobility service will depend on our ability to develop and operate skyports in desirable locations in metropolitan locations. Developing and operating skyport locations will require permits and approvals from federal, state, and local regulatory authorities and government bodies and our ability to operate our service will depend on such permits and approvals. We cannot predict whether we will receive such permits and approvals, whether we will receive them for desirable locations, or whether we will receive them in a timely manner. If we are prohibited, restricted or delayed from developing and operating desirable skyport locations, our business could be adversely affected.

There is a shortage of pilots and mechanics which could increase our operating costs and reduce our ability to deploy our service at scale.

There is a shortage of pilots that is expected to exacerbate over time as more pilots in the industry approach mandatory retirement age. Similarly, trained and qualified aircraft mechanics are also in short supply. This will affect the aviation industry, including UAM services and more specifically, our business. Our service is dependent on recruiting and retaining pilots qualified to operate our aircraft and mechanics qualified to perform the requisite maintenance activities, either or both of which may be difficult due to the corresponding personnel shortages. We compete against airlines and other air mobility and transportation services for pilots and other skilled labor, some of which will offer wages or benefit packages exceeding ours. If we are unable to hire, train, and retain qualified pilots and qualified mechanics, our business could be harmed, and we may be unable to implement our growth plans.

Our aircraft utilization may be lower than expected and our aircraft may be limited in its performance during certain weather conditions.

Our aircraft may not be able to fly safely in poor weather conditions, including snowstorms, thunderstorms, lightning, hail, known icing conditions and/or fog. Our inability to operate in these conditions will reduce our

 

48


Table of Contents

aircraft utilization and cause delays and disruptions in our services. We intend to maintain a high daily aircraft utilization rate which is the amount of time our aircraft spend in the air carrying passengers. High daily aircraft utilization is achieved in part by reducing turnaround times at skyports so we can fly more hours on average in a day. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events. The success of our business is dependent, in part, on the utilization rate of our aircraft and reductions in utilization will adversely impact our financial performance as well as cause passenger dissatisfaction.

Our aircraft may require maintenance at frequencies or at costs which are unexpected and could adversely impact our business and operations.

Our aircraft are highly technical products that require maintenance and support. We are still developing our understanding of the long-term maintenance profile of the aircraft, and if useful lifetimes are shorter than expected, this may lead to greater maintenance costs than previously anticipated. If our aircraft and related equipment require maintenance more frequently than we plan for or at costs that exceed our estimates, that would disrupt the operation of our service and have a material adverse effect on our business, financial condition, and results of operations.

Our intended initial operations are concentrated in a small number of metropolitan areas and airports which makes our business particularly susceptible to natural disasters, outbreaks and pandemics, growth constraints, economic, social, weather, and regulatory conditions or other circumstances affecting these metropolitan areas.

We intend to initially service larger metropolitan areas that will be the source of the majority of our revenue. As a result of our intended geographic concentration, our business and financial results are particularly susceptible to natural disasters, outbreaks and pandemics, growth constraints, economic, social, weather, and regulatory conditions or other circumstances applicable to metropolitan areas. A significant interruption or disruption in service at a skyport where we have a significant volume of flights could result in the cancellation or delay of a significant portion of our flights and, as a result, could have a severe impact on our business, results of operations and financial condition. In addition, any changes to local laws or regulations within key metropolitan areas that affect our ability to operate or increase our operating expenses in these markets would have an adverse effect on our business, financial condition and operating results.

Disruption of operations at skyports, whether caused by labor relations, utility or communications issues, power outages, or changes in federal, state and local regulatory requirements could harm our business. Certain airports may regulate our flight operations at airports, such as limiting the number of landings per year, which could reduce our operations. Bans on our operations at airports or the introduction of any new permitting requirements would significantly disrupt our operations. In addition, demand for our advanced air mobility services could be impacted if drop-offs or pick-ups of fliers become inconvenient because of airport rules or regulations, or more expensive for fliers because of airport-imposed fees, which would adversely affect our business, financial condition and operating results.

Our concentration in large metropolitan areas and heavily trafficked airports also makes our business susceptible to an outbreak of a contagious disease, such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu, Zika virus, COVID-19 or any other similar illness, both due to the risk of a contagious disease being introduced into the metropolitan area through the high volume of travelers flying into and out of such airports and the ease at which contagious diseases can spread through densely populated areas, as seen with the spread of COVID-19.

 

49


Table of Contents

We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.

The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, could affect our operations, infrastructure and financial results. We could incur significant costs to improve the climate resiliency of its infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.

Developing a skyport network to support a high-volume service will require significant expenditures in capital improvements and operating expenses, either directly or indirectly, and the ongoing need to maintain existing operational facilities will require us to expend capital.

Our proposed operations contemplate significant infrastructure development and additional skyports where our aircraft can land, both within the United States and internationally. Construction of a skyport or other facilities in which we conduct our operations may require significant capital expenditures to develop, and in the future we may be required to make similar expenditures to expand, improve or construct adequate facilities for our operations. In addition to the capital required, there is also a complex patchwork of federal, regional and municipal regulatory considerations applicable to property development in general, and aviation infrastructure in particular. Applicable regulations can vary widely by locality. Local community groups, some of which may be opposed to property development in general, and new aviation infrastructure in particular, can impact the application of these regulations or the development of new regulations. We cannot assure that the capital and regulatory resources needed to develop a skyport network will be available to us on terms that are acceptable to us, or at all.

In addition, as skyport and other facilities we may utilize mature, our business will require capital expenditures for the maintenance, renovation and improvement of such existing locations to remain competitive and maintain the value of our brand. This creates an ongoing need for capital, and, to the extent we cannot fund capital expenditures from cash flows from operations, we will need to borrow or otherwise obtain funds. If we cannot access the capital we need, we may not be able to execute on our growth strategy, take advantage of future opportunities or respond to competitive pressures. If the costs of funding new locations or renovations or enhancements at existing locations exceed budgeted amounts or the time for building or renovation is longer than anticipated, our business, financial condition and results of operations could be materially adversely affected.

We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to many hazards and operational risks inherent to our business, including general business risks, product liability and damage to third parties, our infrastructure or properties that may be caused by fires, floods and other natural disasters, power losses, telecommunications failures, terrorist attacks (including hijacking, use of the aircraft as a weapon, or use of the aircraft to disperse a chemical or biological agent), catastrophic loss due to security related incidents, human errors and similar events. Additionally, our manufacturing operations are hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to our employees or third parties.

Financial

We have broad discretion in how we use the net proceeds from the Merger, and we may not use them effectively.

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion in applying the net proceeds we receive upon

 

50


Table of Contents

consummation of the Merger. We may use the net proceeds for general corporate purposes, including working capital, operating expenses, and capital expenditures, and we may use a portion of the net proceeds to acquire complementary businesses, products, offerings, or technologies. We may also spend or invest these proceeds in a way with which our stockholders disagree. If our management fails to use these funds effectively, our business could be seriously harmed.

If securities or industry analysts either do not publish research about us, or publish inaccurate or unfavorable research about us, our business, or our market, or, if such analysts change their recommendations regarding our common stock adversely, the trading price or trading volume of our common stock could decline.

The trading market for our common stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade our common stock, provide more favorable recommendations about our competitors, or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the trading price or trading volume of our common stock to decline.

Our need for and the availability of additional capital.

Prior to the consummation of the Merger, we have financed our operations and capital expenditures primarily through private financing rounds. In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. For example, the global COVID-19 health crisis and related financial impact has resulted in, and may continue to result in, significant disruption and volatility of global financial markets that could adversely impact our ability to access capital. We may sell equity securities or debt securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, our current investors may be materially diluted. Any debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

In connection with the audit of our consolidated financial statements, we identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness relates to the lack of a sufficient full-time accounting personnel with deep technical accounting knowledge to execute, review and approve all aspects of the financial statement close and reporting process. This material weakness may not allow for us to have proper segregation of duties and the ability to close our books and records and report our results, including required disclosures, on a timely basis.

We are in the process of designing and implementing measures to improve our internal control over financial reporting to remediate the material weakness, primarily by implementing additional review procedures within our accounting and finance department, hiring additional staff, designing and, if appropriate, engaging external accounting experts to supplement our internal resources in our computation and review processes. While we are designing and implementing measures to remediate the material weakness, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time. We can give no assurance that

 

51


Table of Contents

these measures will remediate either of the deficiencies in internal control or that additional material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.

As a public company, and if Joby Aviation does not meet the definition of an emerging growth company, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for each annual report on Form 10-K to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm will also be required to attest to the effectiveness of our internal control over financial reporting in each annual report on Form 10-K to be filed with the SEC. We will be required to disclose changes made in our internal control and procedures on a quarterly basis. To comply with the requirements of being a public company, we expect to need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources. We have begun the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404, but we may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

Risks Related to the Business Combination and RTP

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to RTP prior to the consummation of the Business Combination and Joby Aviation following the consummation of the Business Combination.

The Sponsor and our directors and officers have agreed to vote in favor of the Business Combination, regardless of how RTP’s public shareholders vote.

Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and our directors and officers have agreed, pursuant to the terms of the Sponsor Support Agreement, to vote their Founder Shares and any public shares held by them in favor of the Business Combination. As a result, in addition to the Founder Shares, we would need 40,250,001, or 58.33% (assuming all issued and outstanding shares are voted), or 11,500,001, or 16.67% (assuming only the minimum number of shares representing a quorum are voted), of the 69,000,000 public shares sold in our initial public offering to be voted in favor of the Business Combination (including the Merger and the Domestication) in order to have such Business Combination approved. We expect that the Sponsor and our directors and officers will own at least 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their Founder Shares in accordance with the majority of the votes cast by our public shareholders.

Neither the RTP board of directors nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination.

Neither the RTP board of directors nor any committee thereof is required to obtain an opinion that the price that we are paying for Joby is fair to us from a financial point of view. Neither the RTP board of directors nor any committee thereof obtained a third party valuation in connection with the Business Combination. In analyzing the Business Combination, among other things, the RTP board of directors and management, together

 

52


Table of Contents

with its legal, accounting and other advisors, conducted due diligence on Joby. The RTP board of directors reviewed comparisons of selected financial data of Joby with its peers in the industry and the financial terms set forth in the Merger Agreement, and concluded that the Business Combination was in the best interest of RTP’s shareholders. Accordingly, investors will be relying solely on the judgment of the RTP board of directors and management in valuing Joby, and the RTP board of directors and management may not have properly valued such businesses. The lack of a third party valuation may also lead an increased number of shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

Our ability to seek an alternative business combination is limited even if we determined the Business Combination is no longer in our shareholders’ best interest.

If we do not obtain shareholder approval at the extraordinary general meeting, Joby can continually obligate us to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of such shareholder approval being obtained and the Agreement End Date. This could limit our ability to seek an alternative business combination that our shareholders may prefer after such initial vote.

Since the Sponsor and RTP’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Joby is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of RTP’s board of directors in favor of approval of the proposals in this proxy statement/prospectus, you should keep in mind that the Sponsor and RTP’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, those of RTP shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

Prior to RTP’s initial public offering, the Sponsor purchased 14,375,000 RTP Class B ordinary shares for an aggregate purchase price of $25,000 (the “Founder Shares”), or approximately $0.002 per share. On August 28, 2020, RTP effected a share capitalization resulting in the Sponsor holding an aggregate of 17,250,000 Founder Shares. Subsequent to the share capitalization, the Sponsor transferred 30,000 Founder Shares to each of Sherry Coutu, Charles Hudson, Kristina Salen and Fei-Fei Li, RTP’s independent directors. If RTP does not consummate a business combination by the Liquidation Date, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 17,250,000 Founder Shares owned by the Sponsor and RTP’s independent directors would be worthless because following the redemption of the public shares, RTP would likely have few, if any, net assets and because the Sponsor and RTP’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of the 17,250,000 Founder Shares held by it if RTP fails to complete a business combination within the required period. Additionally, in such event, the 11,533,333 private placement warrants purchased by the Sponsor simultaneously with the consummation of RTP’s initial public offering for an aggregate purchase price of $17.3 million, will also expire worthless. Certain of RTP’s directors, Reid Hoffman and Mark Pincus, also have an economic interest in such private placement warrants and in the 17,130,000 Founder Shares owned by the Sponsor. The 17,130,000 shares of Joby Aviation common stock into which the 17,130,000 Founder Shares held by the Sponsor will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted, fully vested and freely tradable, would have had an aggregate market value of approximately $173,0 million based upon the closing price of $10.10 per share on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of Joby Aviation common stock will be subject to certain restrictions, including those described above, RTP believes

 

53


Table of Contents
 

such shares have less value. The 120,000 shares of Joby Aviation common stock into which the 120,000 Founder Shares held by RTP’s independent directors will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.2 million based upon the closing price of $10.10 per share on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 11,533,333 Joby Aviation warrants into which the 11,533,333 private placement warrants held by the Sponsor will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $24.3 million based upon the closing price of $2.11 per warrant on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

 

   

Mr. Hoffman, a current director of RTP, is expected to be a director of Joby Aviation after the consummation of the Business Combination. Michael Thompson, Chief Executive Officer, Chief Financial Officer and director of RTP, is expected to be a director of Joby Aviation following the cessation of Mr. Hoffman’s service on the Joby Aviation board of directors. As such, in the future, each of Mr. Hoffman and Mr. Thompson may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the Joby Aviation board of directors determines to pay to its non-employee directors.

 

   

The Sponsor (including its representatives and affiliates) and RTP’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to RTP. For example, certain officers and directors of RTP, who may be considered an affiliate of the Sponsor, have also recently incorporated Reinvent Technology Partners Z (“RTPZ”), Reinvent Technology Partners Y (“RTPY”) and Reinvent Technology Partners X (“RTPX”), each of which is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting their respective initial business combinations. Mr. Hoffman and Mr. Pincus are Co-Lead Directors, Mr. Thompson is Chief Executive Officer, Chief Financial Officer and Director and David Cohen is Secretary, in each case, of RTPZ. Mr. Hoffman is a board observer, Mr. Pincus is Director, Mr. Thompson is Chief Executive Officer, Chief Financial Officer and Director and Mr. Cohen is Secretary, in each case, of RTPY. Mr. Thompson is Chief Executive Officer and Chief Financial Officer, and Mr. Cohen is Secretary, in each case, of RTPX. The Sponsor and RTP’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to RTP completing its initial business combination. Moreover, certain of RTP’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. RTP’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to RTP, and the other entities to which they owe certain fiduciary or contractual duties, including RTPZ, RTPY and RTPX. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in RTP’s favor and such potential business opportunities may be presented to other entities prior to their presentation to RTP, subject to applicable fiduciary duties under the Cayman Islands Companies Act. RTP’s Cayman Constitutional Documents provide that RTP renounces its interest in any corporate opportunity offered to any director or officer of RTP.

 

   

RTP’s existing directors and officers will be eligible for continued indemnification and continued coverage under RTP’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

 

   

The Sponsor Related PIPE Investors have subscribed for $115,000,000 of the PIPE Investment, for which they will receive up to 11,500,000 shares of Joby Aviation common stock. Each of Mr. Hoffman, Mr. Pincus, Mr. Thompson and David Cohen, Secretary of RTP, has an economic interest in the Sponsor Related PIPE Investors. The 11,500,000 shares of Joby Aviation common stock which the Sponsor Related PIPE Investors have subscribed for in the PIPE Investment, if unrestricted

 

54


Table of Contents
 

and freely tradable, would have had an aggregate market value of approximately $116.2 million based upon the closing price of $10.10 per share on the NYSE on June 8, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. See “Certain Relationships and Related Person Transactions  RTP  Subscription Agreements”.

 

   

In the event that RTP fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, RTP will be required to provide for payment of claims of creditors that were not waived that may be brought against RTP within the ten years following such redemption. In order to protect the amounts held in RTP’s trust account, the Sponsor has agreed that it will be liable to RTP if and to the extent any claims by a third party (other than RTP’s independent auditors) for services rendered or products sold to RTP, or a prospective target business with which RTP has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to fund RTP’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of RTP’s initial public offering against certain liabilities, including liabilities under the Securities Act.

 

   

RTP’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RTP’s behalf, such as identifying and investigating possible business targets and business combinations. RTP expects to incur approximately $7.2 million of transaction expenses (excluding the deferred underwriting commissions being held in the trust account), and to the extent that RTP’s officers and directors or their affiliates are advancing any of these expenses on behalf of RTP, they are entitled to reimbursement of such payments. However, if RTP fails to consummate a business combination by the Liquidation Date, they will not have any claim against the trust account for reimbursement. Accordingly, RTP may not be able to reimburse the expenses advanced by RTP’s officers and directors or their affiliates if the Business Combination, or another business combination, is not completed by the Liquidation Date.

 

   

Pursuant to the Registration Rights Agreement, the Sponsor and certain of the Sponsor Related PIPE Investors will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Joby Aviation common stock and warrants held by such parties following the consummation of the Business Combination.

The existence of financial and personal interests of one or more of RTP’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTP and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTP’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of RTP’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

The personal and financial interests of the Sponsor and RTP’s directors and officers may have influenced their motivation in identifying and selecting Joby as a business combination target, completing an initial business combination with Joby and influencing the operation of the business following the initial business combination. In considering the recommendations of RTP’s board of directors to vote for the proposals, its shareholders should consider these interests.

 

55


Table of Contents

The exercise of RTP’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in RTP’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require RTP to agree to amend the Merger Agreement, to consent to certain actions taken by Joby or to waive rights that RTP is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Joby’s business or a request by Joby to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at RTP’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or officers described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) or officers(s) between what he, she or they may believe is best for RTP and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action.

We and Joby will incur significant transaction and transition costs in connection with the Business Combination.

We and Joby have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. We and Joby may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Joby Aviation following the closing of the Business Combination.

The announcement of the proposed Business Combination could disrupt Joby Aviation’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Joby Aviation’s business include the following:

 

   

its employees may experience uncertainty about their future roles, which might adversely affect Joby Aviation’s ability to retain and hire key personnel and other employees;

 

   

customers, suppliers, business partners and other parties with which Joby Aviation maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Joby Aviation or fail to extend an existing relationship with Joby Aviation; and

 

   

Joby Aviation has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Joby Aviation’s results of operations and cash available to fund its business.

Subsequent to consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Joby has identified all material issues or risks associated with Joby, its business or the industry in which it competes. Furthermore, we cannot assure

 

56


Table of Contents

you that factors outside of Joby’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or Joby Aviation. Additionally, we have no indemnification rights against the Joby Stockholders under the Merger Agreement and all of the purchase price consideration will be delivered at the Closing.

Accordingly, any shareholders or warrant holders of RTP who choose to remain Joby Aviation stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus may not be indicative of what Joby Aviation’s actual financial position or results of operations would have been.

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, RTP being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of Joby on the Closing Date and the number of RTP Class A ordinary shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of Joby Aviation’s future operating or financial performance and Joby Aviation’s actual financial condition and results of operations may vary materially from Joby Aviation’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The Joby projected financial information considered by RTP may not be realized, which may adversely affect the market price of Joby Aviation common stock following the completion of the Business Combination.

In performing its financial analyses, RTP relied on, among other things, certain information, including the forecasts and financial projections described in the section titled “BCA Proposal — Projected Financial Information”. The Joby forecasts and financial projections were prepared by, or at the direction of, the management of Joby. None of these projections or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, U.S. GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections and forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Joby. There can be no assurance that Joby’s financial condition, including its cash flows or results of operations will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of Joby Aviation common stock or the financial position of Joby following the Business Combination.

 

57


Table of Contents

We have a specified maximum redemption threshold. This redemption threshold may make it more difficult for us to complete the Business Combination as contemplated.

The Merger Agreement provides that Joby’s obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy RTP’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Joby or RTP) plus the PIPE Investment Amount and the Uber Note Principal Amount, is at least equal to $1.0 billion.

The Minimum Cash Condition is for the sole benefit of Joby. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. There can be no assurance that Joby could and would waive the Minimum Cash Condition. In addition, pursuant to the Cayman Constitutional Documents, in no event will RTP redeem public shares in an amount that would cause Joby Aviation’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

If such conditions are waived and the Business Combination is consummated with less than the Minimum Available Cash Amount in the trust account, the cash held by Joby Aviation and its subsidiaries (including Joby) in the aggregate, after the Closing may not be sufficient to allow us to operate and meet our financial obligations as they become due. The additional exercise of redemption rights with respect to a large number of our public shareholders may make us unable to take such actions as may be desirable in order to optimize the capital structure of Joby Aviation after consummation of the Business Combination and we may not be able to raise additional financing necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

The Sponsor may elect to purchase shares from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of Joby or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (ii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of RTP’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of Joby or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Stock Issuance Proposal, Incentive Award Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if presented), (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) RTP’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001.

 

58


Table of Contents

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares or warrants at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

In connection with the Closing, we are not registering the shares of Joby Aviation common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and resell the underlying shares.

We are not registering the shares of Joby Aviation common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the Warrant Agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Joby Aviation common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the shares of Joby Aviation common stock that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 shares of Joby Aviation common stock per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if Joby Aviation’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 1 8(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Joby Aviation common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the Public Warrants. In such an instance, the Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our Public Warrants would not be able to

 

59


Table of Contents

exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of Joby Aviation common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price per unit in our initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to fund RTP’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our business combination and redemptions could be reduced to less than $10.00 per public share. In such

 

60


Table of Contents

event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a liquidator could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Past performance by any member or members of our management team, any of their respective affiliates, or Reinvent Capital may not be indicative of future performance of an investment in Joby or Joby Aviation.

Past performance by any member or members of our management team or any of their respective affiliates, including RTPZ, RTPY, RTPX or Reinvent Capital, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member or members of our management team, any of their respective affiliates, RTPZ, RTPY, RTPX or Reinvent Capital or any of the foregoing’s related investment’s performance, as indicative of the future performance of an investment in Joby or Joby Aviation or the returns Joby or Joby Aviation will, or is likely to, generate going forward.

 

61


Table of Contents

The public stockholders will experience immediate dilution as a consequence of the issuance of Joby Aviation common stock as consideration in the Business Combination and the PIPE Investment and due to future issuances pursuant to the 2021 Plan. Having a minority share position may reduce the influence that our current stockholders have on the management of Joby Aviation.

It is anticipated that, immediately following the Business Combination and related transactions, (1) existing public shareholders of RTP will own approximately 10.65% of outstanding Joby Aviation common stock, (2) existing stockholders of Joby (including the Joby PIPE Investors) will own approximately 75.35% of outstanding Joby Aviation common stock (inclusive of shares of Joby Aviation common stock issuable upon the conversion of the Uber Note), (3) the Sponsor and related parties (including the Sponsor Related PIPE Investors) will collectively own 4.44% of outstanding Joby Aviation common stock (assuming the 17,130,000 shares of Joby Aviation common stock converted from RTP Class B ordinary shares held by the Sponsor were fully vested), and (4) the Third Party PIPE Investors will own approximately 9.56% of outstanding Joby Aviation common stock. These percentages assume (i) that no public shareholders of RTP exercise their redemption rights in connection with the Merger, (ii) that Joby Aviation issues, or reserves in respect of Joby Awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Joby Aviation common stock, an aggregate of 500,000,000 shares of Joby Aviation common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, (iii) that the awards based on Joby Aviation common stock have not been vested (and therefore, the number of shares reserved in respect of such awards as part of the Aggregate Merger Consideration is excluded from the calculation of the foregoing percentages), (iv) that Joby Aviation issues 83,500,000 shares of Joby Aviation common stock to the PIPE Investors pursuant to the PIPE Investment, and (v) that Joby Aviation issues 7,690,169 shares of Joby Aviation common stock to the holder of the Uber Note.

The Third Party PIPE Investors have agreed to purchase 61,900,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $619 million of gross proceeds. The Sponsor Related PIPE Investors have agreed to purchase 11,500,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $115 million of gross proceeds. The Joby PIPE Investors have agreed to purchase 10,100,000 shares of Joby Aviation common stock, at $10.00 per share, for approximately $101 million of gross proceeds.

If the actual facts are different from these assumptions, the percentage ownership retained by RTP’s existing shareholders in the combined company will be different.

In addition, Joby employees and consultants hold, and after Business Combination, are expected to be granted, equity awards under the 2021 Plan and purchase rights under the ESPP. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of Joby Aviation common stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of RTP securities and may adversely affect prevailing market prices for our public shares or Public Warrants.

After Closing, warrants will become exercisable for Joby Aviation common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Outstanding warrants to purchase an aggregate of 28,783,333 shares of Joby Aviation common stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. Under the current terms of the Warrant Agreement these warrants will become exercisable at any time commencing on the later of 30 days after the completion of the Business Combination and 12 months from the closing of our initial public offering. If the Warrant Amendment Proposal is approved, the Warrant Agreement will be amended such that these warrants will become exercisable at any time commencing on the date that is 30 days after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of Joby Aviation common stock will be issued, which will

 

62


Table of Contents

result in dilution to the holders of Joby Aviation common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of Joby Aviation common stock. However, there is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding Public Warrants for cash at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of Joby Aviation’s common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us in such a case (subject to limited exceptions) so long as they are held by our Sponsor or its permitted transferees, but the Sponsor has agreed to exercise all of its private placement warrants for cash or on a “cashless basis” on or prior to the date upon which Joby Aviation elects to redeem the Public Warrants in accordance with the Warrant Agreement, if the Reference Value exceeds $18.00 per share (subject to certain adjustments), pursuant to the terms of the Sponsor Agreement.

In addition, we have the ability to redeem the outstanding warrants (including the private placement warrants if the Reference Value is less than $18.00 per share) for shares of Joby Aviation common stock at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of Joby Aviation common stock determined based on the redemption date and the fair market value of our Joby Aviation common stock. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of Joby Aviation common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

Pursuant to the terms of the Warrant Amendment, the warrants will become exercisable, and we will have the ability to redeem the warrants (subject to certain conditions), at any time commencing on the date that is 30 days after the completion of the Business Combination.

If the Warrant Amendment is approved by at least 50% of the outstanding Public Warrants and the Sponsor (as the holder of all of the private placement warrants), the Warrant Agreement will be amended such that the warrants will become exercisable at any time commencing on the date that is 30 days after the completion of the Business Combination, which means that we will have the ability to redeem the warrants at any time commencing on the date that is 30 days after the completion of the Business Combination as well (subject to certain conditions). Approval of the Warrant Amendment Proposal is not a condition to the consummation of the

 

63


Table of Contents

Business Combination. Accordingly, the Business Combination can be completed even if the Warrant Amendment Proposal is not approved.

Certain requirements in the Proposed Organizational Documents may limit the ability of foreign investors seeking to make investments in Joby Aviation.

Joby Aviation intends to pursue an air carrier certificate from the FAA with Part 135 operations specifications and accompanying economic authority from DOT in order to further business operations. Under federal law a U.S. air carrier must be and remain a “citizen of the United States” as defined in 49 U.S.C. sec. 40102 (a)(15). Federal law and regulations currently require that at least 75% of an air carrier’s voting equity securities be owned and controlled, directly and indirectly, by persons or entities who are citizens of the United States, that an air carrier’s President and at least two-thirds of the members of an air carrier’s board of directors and other managing officers be citizens of the United States, and that an air carrier be under the actual control of citizens of the United States. In addition, at least 51% of an air carrier’s total outstanding equity securities must be owned and controlled, directly and indirectly, by citizens of the United States and no more than 49% of its equity securities may be held, directly or indirectly, by persons or entities who are not U.S. citizens and are from countries that have entered into “open skies” air transport agreements with the U.S. which allow unrestricted access between the United States and the applicable foreign country and to points beyond the foreign country on flights serving the foreign country. No more than 25% of an air carrier’s equity securities may be held, directly or indirectly, by persons or entities who are not citizens of the United States and are from countries that have not entered into an “open skies” air transport agreement with the U.S. In addition, the Proposed Organizational Documents of Joby Aviation will prescribe that Joby Aviation must comply with the applicable statutory U.S. Citizenship requirements on board composition and voting interests at all times. The procedures to ensure such compliance, as prescribed in the Proposed Organizational Documents, include that a foreign ownership registry will be created and foreign owners’ voting rights will be suspended if foreign voting interests exceed maximum permitted percentage under federal law, which is currently 25%. Accordingly, the ability of foreign investors seeking to make investments or exercise voting interest in Joby Aviation may be limited by such requirements.

The NYSE may not list Joby Aviation’s securities on its exchange, which could limit investors’ ability to make transactions in Joby Aviation’s securities and subject Joby Aviation to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of our securities on the NYSE, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements. We will apply to have Joby Aviation’s securities listed on the NYSE upon consummation of the Business Combination.

We cannot assure you that we will be able to meet all initial listing requirements. Even if Joby Aviation’s securities are listed on the NYSE, Joby Aviation may be unable to maintain the listing of its securities in the future.

If Joby Aviation fails to meet the initial listing requirements and the NYSE does not list its securities on its exchange, Joby would not be required to consummate the Business Combination. In the event that Joby elected to waive this condition, and the Business Combination was consummated without Joby Aviation’s securities being listed on the NYSE or on another national securities exchange, Joby Aviation could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for Joby Aviation’s securities;

 

   

reduced liquidity for Joby Aviation’s securities;

 

   

a determination that Joby Aviation common stock is a “penny stock” which will require brokers trading in Joby Aviation common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Joby Aviation’s securities;

 

64


Table of Contents
   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If Joby Aviation’s securities were not listed on the NYSE, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

RTP’s and Joby’s ability to consummate the Business Combination, and the operations of Joby Aviation following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases or public health crises) could adversely affect, economies and financial markets worldwide, business operations and the conduct of commerce generally, and the business of Joby or Joby Aviation following the Business Combination could be adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Statement, we reevaluated the accounting treatment of our 17,250,000 public warrants and 11,533,333 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of December 31, 2020 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

 

65


Table of Contents

We have identified a material weakness in our internal control over financial reporting as of December 31, 2020. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls.

Following the issuance of the SEC Statement, on May 12, 2021, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited financial statements as of and for the period ended December 31, 2020 (the “Restatement”). See ”—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of such process, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Due solely to the events that led to the Restatement of our financial statements, management has identified a material weakness in internal controls related to the accounting for warrants issued in connection with our initial public offering.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. If the Business Combination is consummated, we can provide no assurance that Joby Aviation’ internal controls and procedures over financial reporting of the post-Business Combination Company will be effective. See ”—Risks Related to Joby’s Business and Industry—Financial — We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.”

We and, following the Business Combination, Joby Aviation, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

Following the issuance of the SEC Statement, our management and our audit committee concluded that it was appropriate to restate our previously issued audited financial statements as of December 31, 2020 and for the period from July 3, 2020 (inception) through December 31, 2020. See “—Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.” As part of the Restatement, we identified a material weakness in our internal controls over financial reporting.

As a result of such material weakness, the Restatement, the change in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, we and, following the Business Combination, Joby

 

66


Table of Contents

Aviation, face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Business Combination and related transactions.

Additional Risks Related to Ownership of Joby Aviation Common Stock Following the Business Combination and Joby Aviation Operating as a Public Company

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to RTP prior to the consummation of the Business Combination and Joby Aviation following the consummation of the Business Combination.

The price of Joby Aviation’s common stock and warrants may be volatile.

Upon consummation of the Business Combination, the price of Joby Aviation common stock, as well as Joby Aviation warrants, may fluctuate due to a variety of factors, including:

 

   

changes in the industries in which Joby Aviation and its customers operate;

 

   

developments involving Joby Aviation’s competitors;

 

   

changes in laws and regulations affecting its business;

 

   

variations in its operating performance and the performance of its competitors in general;

 

   

actual or anticipated fluctuations in Joby Aviation’s quarterly or annual operating results;

 

   

publication of research reports by securities analysts about Joby Aviation or its competitors or its industry;

 

   

the public’s reaction to Joby Aviation’s press releases, its other public announcements and its filings with the SEC;

 

   

actions by stockholders, including the sale by the Third Party PIPE Investors of any of their shares of our common stock;

 

   

additions and departures of key personnel;

 

   

commencement of, or involvement in, litigation involving the combined company;

 

   

changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of shares of Joby Aviation common stock available for public sale; and

 

   

general economic and political conditions, such as the effects of the COVID-19 outbreak, recessions, interest rates, local and national elections, fuel prices, international currency fluctuations, corruption, political instability and acts of war or terrorism.

These market and industry factors may materially reduce the market price of Joby Aviation common stock and warrants regardless of the operating performance of Joby Aviation.

Joby Aviation does not intend to pay cash dividends for the foreseeable future.

Following the Business Combination, Joby Aviation currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the

 

67


Table of Contents

foreseeable future. Any future determination to pay dividends will be at the discretion of Joby Aviation’s board of directors and will depend on its financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as its board of directors deems relevant.

If analysts do not publish research about Joby Aviation’s business or if they publish inaccurate or unfavorable research, Joby Aviation’s stock price and trading volume could decline.

The trading market for the common stock of Joby Aviation will depend in part on the research and reports that analysts publish about its business. Joby does not have any control over these analysts. If one or more of the analysts who cover Joby Aviation downgrade its common stock or publish inaccurate or unfavorable research about its business, the price of its common stock would likely decline. If few analysts cover Joby Aviation, demand for its common stock could decrease and its common stock price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering Joby Aviation in the future or fail to publish reports on it regularly.

Joby Aviation may be subject to securities litigation, which is expensive and could divert management attention.

The market price of Joby Aviation’s common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Joby Aviation may be the target of this type of litigation in the future. Securities litigation against Joby Aviation could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Future resales of common stock after the consummation of the Business Combination may cause the market price of Joby Aviation’s securities to drop significantly, even if Joby Aviation’s business is doing well.

After the consummation of the Business Combination and subject to certain exceptions, the Sponsor and the Joby Stockholders will be contractually restricted from selling or transferring any of its shares of common stock (not including the shares of Joby Aviation common stock issued in the PIPE Investment pursuant to the terms of the Subscription Agreements or purchased in the public market) (the “Lock-up Shares”) for certain periods of time. Under the Major Company Equityholders Lock-Up Agreement, such lockup restrictions applicable to the Major Company Equityholders’ Lock-up Shares begin at the Closing and end in tranches of 20% of the Major Company Equityholders’ Lock-up Shares at each of (i) the earlier of (x) the one year anniversary of Closing or (y) the date on which the last reported sale price of Joby Aviation common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, (ii) the two-year anniversary of the Closing, (iii) the three-year anniversary of the Closing, (iv) the four-year anniversary of the Closing and (v) the five-year anniversary of the Closing. If, after Closing, Joby Aviation completes a transaction that results in a change of control, the Major Company Equityholders’ Lock-up Shares are released from restriction immediately prior to such change of control. Under the Sponsor Agreement, the Sponsor’s Lock-up Shares are subject to the same releases as the Major Company Equityholders’ Lock-up Shares.

Under the Other Company Equityholders Lock-Up Agreement, such lockup restrictions applicable to the Other Company Equityholders’ Lock-up Shares begin at the Closing and end on the earlier of (a) the one year anniversary of Closing or (b) after Closing (x) the date on which the last reported sale price of Joby Aviation common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which Joby Aviation completes a transaction that results in a change of control.

Under the Proposed Bylaws, such lockup restrictions applicable to all the Joby Stockholders’ Lock-up Shares begin at the Closing and end on the date that is 180 days following the Closing, but 20% of the Lock-up

 

68


Table of Contents

Shares held by certain tenured employees of Joby will be automatically released from such restrictions on the date of Closing; provided, that the total amount of such Lock-up Shares released will not exceed 5,000,000 shares.

However, following the expiration of each lockup, the applicable stockholders will not be restricted from selling shares of Joby Aviation’s common stock held by them, other than by applicable securities laws. Additionally, the Third Party PIPE Investors will not be restricted from selling any of their shares of our common stock following the closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of Joby Aviation common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Joby Aviation common stock. Upon completion of the Business Combination, the Sponsor and the Joby Stockholders will collectively own approximately 80.72% of the outstanding shares of Joby Aviation common stock (including the shares of Joby common stock reserved in respect of Joby Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Joby Aviation common stock), assuming that no additional public shareholders redeem their public shares in connection with the Business Combination. Assuming redemption of approximately 60,000,274 public shares are redeemed in connection with the Business Combination, in the aggregate, the ownership of the Sponsor and the Joby Stockholders would rise to 88.55% of the outstanding shares of Joby Aviation common stock (including the shares of Joby common stock reserved in respect of Joby Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Joby Aviation common stock).

As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in Joby Aviation’s share price or the market price of Joby Aviation common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The obligations associated with being a public company will involve significant expenses and will require significant resources and management attention, which may divert from Joby Aviation’s business operations.

As a public company, Joby Aviation will become subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires the filing of annual, quarterly and current reports with respect to a public company’s business and financial condition. The Sarbanes-Oxley Act requires, among other things, that a public company establish and maintain effective internal control over financial reporting. As a result, Joby Aviation will incur significant legal, accounting and other expenses that Joby did not previously incur. Joby Aviation’s entire management team and many of its other employees will need to devote substantial time to compliance, and may not effectively or efficiently manage its transition into a public company.

These rules and regulations will result in Joby Aviation incurring substantial legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these rules and regulations will likely make it more difficult and more expensive for Joby Aviation to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for Joby Aviation to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes- Oxley Act particularly burdensome on us as compared to other public companies because Joby is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under

 

69


Table of Contents

Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Joby as privately held companies. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to Joby Aviation after the Business Combination. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether its internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of Joby Aviation common stock. Additionally, once we are no longer an emerging growth company, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of any second quarter of a fiscal year, in which case we would no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our ordinary shares

 

70


Table of Contents

held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Risks Related to the Consummation of the Domestication

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to RTP prior to the consummation of the Business Combination and Joby Aviation following the consummation of the Business Combination.

The Domestication may result in adverse tax consequences for holders of RTP Class A ordinary shares and warrants.

U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of RTP Class A ordinary shares, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) may become subject to withholding tax on any amounts treated as dividends paid on Joby Aviation common stock after the Domestication.

A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) RTP Class A ordinary shares with a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of our earnings in income. A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) RTP Class A ordinary shares with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of RTP stock entitled to vote and less than 10% or more of the total value of all classes of RTP stock, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its RTP Class A ordinary shares for Joby Aviation common stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the RTP Class A ordinary shares held directly by such U.S. Holder. A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of RTP stock entitled to vote or 10% or more of the total value of all classes of RTP stock, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the RTP Class A ordinary shares held directly by such U.S. Holder.

Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that, a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Because we are a blank check company with no current active business, we believe that it is likely that RTP is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of RTP Class A ordinary shares to recognize gain on the exchange of RTP Class A ordinary shares for Joby Aviation common stock pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s RTP Class A ordinary shares. Proposed Treasury Regulations, if finalized in their current form would also apply to a U.S. Holder who exchanges RTP warrants for newly issued Joby Aviation warrants; currently, however, the election mentioned above does not apply to RTP warrants (for discussion regarding the unclear application of the PFIC rules to RTP warrants, see “U.S. Federal Income Tax Considerations — PFIC Considerations”). Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable

 

71


Table of Contents

to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of RTP. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

Upon consummation of the Business Combination, the rights of holders of Joby Aviation common stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable than the rights of holders of RTP Class A ordinary shares arising under the Cayman Islands Companies Act as well as our current memorandum and articles of association.

Upon consummation of the Business Combination, the rights of holders of Joby Aviation common stock will arise under the Proposed Organizational Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in our current memorandum and articles of association and the Cayman Islands Companies Act and, therefore, some rights of holders of Joby Aviation common stock could differ from the rights that holders of RTP Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that Joby Aviation becomes involved in costly litigation, which could have a material adverse effect on Joby Aviation.

In addition, there are differences between the new organizational documents of Joby Aviation and the current constitutional documents of RTP. For a more detailed description of the rights of holders of Joby Aviation common stock and how they may differ from the rights of holders of RTP Class A ordinary shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of Joby Aviation are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus and we urge you to read them.

Delaware law and Joby Aviation’s Proposed Organizational Documents contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Organizational Documents that will be in effect upon consummation of the Business Combination, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, and therefore depress the trading price of Joby Aviation common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of Joby Aviation’s board of directors or taking other corporate actions, including effecting changes in our management. Among other things, the Proposed Organizational Documents include provisions regarding:

 

   

providing for a classified board of directors with staggered, three-year terms;

 

   

the ability of Joby Aviation’s board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

 

   

the Joby Aviation proposed certificate of incorporation will prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 

   

the limitation of the liability of, and the indemnification of, Joby Aviation’s directors and officers;

 

   

the ability of Joby Aviation’s board of directors to amend the bylaws, which may allow Joby Aviation’s board of directors to take additional actions to prevent an unsolicited ta