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REINVENT TECHNOLOGY PARTNERS [RTP]

Date Filed : Jul 30, 2021

Click here be alerted whenever REINVENT TECHNOLOGY PARTNERS [RTP] files S-4MEF

S-4MEF1d214299ds4mef.htmS-4MEFS-4MEF

As filed with the Securities and Exchange Commission on July 30, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THESECURITIES 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

NewYork, NY 10001

(212) 735-3000

 

Jack Sheridan, Esq.

Ryan J. Maierson, Esq.

Benjamin A. Potter, Esq.

Brian D. Paulson, Esq.

SaadKhanani, 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 aspracticable after this registration statement is declared effective and all other conditions to the Business Combination described in the Registration Statement on Form S-4 filed by Reinvent Technology Partners on April 2, 2021, as amended(File No. 333-254988), which was declared effective by the Commission on July 16, 2021, have been satisfied or waived.

If thesecurities 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:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the followingbox 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 theSecurities 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, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” 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 extendedtransition 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

offeringprice

per share security

 

Proposed

maximum

aggregate

offering price

 Amount of
registration fee

Common stock(2)(3)

 1,511,110 $0.0000033(4) $4.99(4) $0.01

Total

     $4.99 $0.01

 

 

(1)

This Registration Statement relates to the Registration Statement on FormS-4 filed by Reinvent Technology Partners on April 2, 2021 (File No. 333-254988), as amended, which was declared effective by the Commission on July 16,2021 (the “Prior Registration Statement”). Immediately prior to the consummation of the Merger described in the Prior Registration Statement, Reinvent Technology Partners, a Cayman Islands exempted company (“RTP”), intends toeffect 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 theCayman 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 Prior Registration Statement. 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 ofadditional 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 sum of (a) 66,085,868shares of Joby Aviation common stock to be issued in connection with the Merger described in the Prior Registration Statement (excluding shares of Joby Aviation common stock issued to current shareholders of Joby who already voted in favor of theMerger as described in the Prior Registration Statement), (b) the product of (i) 6,501,833 shares of Joby common stock reserved for issuance upon the exercise of options to purchase Joby common stock outstanding as of July 29, 2021 and that maybe issued after such date pursuant to the terms of the Merger Agreement described in the Prior Registration Statement, which will convert into options to purchase shares of Joby Aviation common stock in accordance with the terms of the MergerAgreement described in the Prior Registration Statement and (ii) an exchange ratio of 3.4572 shares of Joby Aviation common stock for each share of Joby common stock, and (c) the product of (i) 2,951,600 shares of Joby common stockreserved for issuance upon the settlement of Joby restricted stock units outstanding as of July 29, 2021 and that may be issued after such date pursuant to the terms of the Merger Agreement described in the Prior Registration Statement, whichwill 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 in thePrior Registration Statement and (ii) an exchange ratio of 3.4572 shares of Joby Aviation common stock for each share of Joby common stock, in each case of clauses (a)-(c) above, less the number of shares of common stock registered under thePrior Registration Statement (97,257,166 shares) pursuant to the prior exchange ratio

(4)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of theSecurities 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 parvalue of the Joby securities expected to be exchanged in the Merger.

*

Prior to the consummation of the Merger described in the Prior Registration Statement, the Registrant intendsto 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 incorporationwill 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 entityfollowing the Domestication, which will be renamed “Joby Aviation, Inc.”

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-4 (this “Registration Statement”) is being filedpursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of registering additional shares of Reinvent Technology Partners (the “Company”) common stock, par value $0.0001 per share. The additionalsecurities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the RegistrationStatement on Form S-4 filed by the Company with the Securities and Exchange Commission (the “Commission”) filed on April 2, 2021, as amended (FileNo. 333-254988), which was declared effective by the Commission on July 16, 2021 (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and allexhibits thereto are hereby incorporated by reference in this filing.

The required opinion and consents are listed on an Exhibit Indexattached hereto and filed herewith.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to besigned on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 30th day of July, 2021.

 

REINVENT TECHNOLOGY PARTNERS
By: 

/s/ Michael Thompson

Name: Michael Thompson
Title: Chief Executive Officer, Chief Financial
 Officer and Director

 

Signature

  

Title

 

Date

  Chief Executive Officer, Chief 
  Financial Officer and Director 

/s/ Michael Thompson

  (Principal Executive, Financial and July 30, 2021
Michael Thompson  Accounting Officer) 

*

  Director July 30, 2021
Sherry Coutu   

*

  Director July 30, 2021
Charles Hudson   

*

  Director July 30, 2021
Reid Hoffman   

*

  Director July 30, 2021
Fei-Fei Li   

*

  Director July 30, 2021
Mark Pincus   

*

  Director July 30, 2021
Kristina Salen   

 

*By: 

/s/ Michael Thompson

 Michael Thompson
 Attorney-in-fact

 

 

II-2

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