United States securities and exchange commission logo
April 28, 2021
David Cohen
Secretary
Reinvent Technology Partners
215 Park Avenue, Floor 11
New York, NY 10003
Re: Reinvent Technology
Partners
Registration
Statement on Form S-4
File No. 333-254988
Filed April 2, 2021
Dear Mr. Cohen:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed 4/02/2021
Selected Definitions, page iii
1. We note your definition
of "Joby Equityholder Approval" and the disclosure on page 108
that stockholders of
Joby executed a written consent pursuant to the terms of the Merger
Agreement. Also, Note 7
to the Calculation of Registration Fee appears to exclude from
registration the
"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."
Please revise to clarify whether the stockholders of Joby have
already voted to
approve or executed written consents in favor of approval of the business
combination transaction
and whether those votes or consents are sufficient to approve that
transaction.
David Cohen
FirstName LastNameDavid Cohen
Reinvent Technology Partners
Comapany
April NameReinvent Technology Partners
28, 2021
April 228, 2021 Page 2
Page
FirstName LastName
Summary of the Proxy Statement/Prospectus
Joby, page 2
2. We note your reference to Joby "developing" an all-electric aircraft.
Please expand to
explain the current stage of development of such aircraft, including
disclosing here Joby's
lack of revenues and net operating losses.
RTP's Board of Directors' Reasons for the Business Combination, page 8
3. In the first bullet point you reference an "estimated $120 million
contracts in progress."
Please explain what it means to have contracts "in progress". Please
also identify the
three government entities you reference.
4. Please tell us how you calculated your 1,000 test flights in the past
ten years. For
example, is there a certain amount of time required for a test flight
to be counted? Did
you have pilots and/or passengers in each test flight? How does this
amount of test
flights compare to other aircraft development? Please also clarify why
you believe this
represents "first-mover" advantage.
Risk Factors, page 31
5. We note your reference to "Urban Air Mobility" here and in the risk
factors on page 31
where you state such market has not been established with precision,
yet on page 194 you
state it is expected to reach "greater than $500 billion." Please
provide support for your
calculation as to the market's size, in light of the reference to an
inability to establish the
size of that market with precision.
6. We note your references in the second bullet point and the ninth
bullet points to "the
timeline projected," but it is unclear what are the timelines you are
referencing. Please
revise or advise.
7. If the tax consequences of the transactions, including the redemption,
are uncertain or
unclear, as indicated by your disclosure on page 163, and present
material risks to
investors, please revise to discuss those risks here. In addition,
please file the exhibit
required by Item 601(b)(8) of Regulation S-K. In this regard, we note
the statement that
"it is intended" the Domestication qualify for the tax treatment
discussed. If counsel
cannot provide a "will" opinion, it should describe the reasons for
the uncertainty.
Background of the Business Combination, page 99
8. Please clarify the timing of when you considered the other target
businesses referenced in
the third paragraph of this section, given that you completed your IPO
on September 21,
2020 and Mr. Thompson contacted Joby eight days later.
9. Please expand to discuss what information Morgan Stanley shared
regarding the valuation
of Joby, including the methodologies underlying that valuation, and
the extent to which
your management relied on it in formulating its valuation. Please also
discuss the
David Cohen
FirstName LastNameDavid Cohen
Reinvent Technology Partners
Comapany
April NameReinvent Technology Partners
28, 2021
April 328, 2021 Page 3
Page
FirstName LastName
"analysis of comparable companies" mentioned on page 101 and how that
analysis relates
to your conclusions regarding Joby's valuation.
Projected Financial Information, page 114
10. Please revise to clarify the material assumptions and estimates
underlying the projected
financial information included in the tables on page 115, including
those referenced in the
sentence following note 4 of the first table and in note 1 of the
second table. Also revise
to explain how those assumptions relate to the projected financial
information that appears
in the tables.
Organizational Documents Proposal D,, page 134
11. Please revise to present the proposed change related to the addition
of an exclusive forum
provision and the proposed change related to takeovers by interested
stockholders as
separate matters.
Unaudited Pro Forma Condensed Combined Financial Information, page 168
12. We note the tabular disclosure of the pro forma Joby Aviation common
stock issued and
outstanding immediately after the business combination on page 171.
Please clarify or
revise the share numbers disclosed in footnote (2) so that they
reconcile to the Joby
Aviation Stockholders share number presented in the table. In
addition, please revise
footnote (3) to disclose the vesting terms for the Earnout shares to
be held by the
Sponsor. Please comply with this comment throughout the filing
whenever this table is
presented.
13. Refer to adjustment (F) in Note 2 on page 176. Please disclose the
specific terms and
conditions associated with the Earnout shares that will result in the
shares being
vested. Please also more fully explain the accounting for the shares,
including, if
applicable, the potential impact that a change in the per share market
price of the post
combination company could have on the estimated fair value of the the
shares and on the
pro forma financial statements.
14. Refer to adjustments (M), (P), and (BB) in Note 2 on page 177. Please
address the need to
reflect transaction costs in the pro forma statement of operations
pursuant to Rule 11-
02(a)(i)(6)(B) of Regulation S-X.
15. Refer to note 3 on page 177. Please revise the footnotes to table to
quantify all outstanding
options, warrants and Earnout Shares that are excluded from the
calculations of pro forma
diluted loss per share.
RTP's Management's Discussion and Analysis of Financial Condition and Results
of Operations ,
page 189
16. Please clarify or correct the disclosure on page 191 that states
These conditions raise
David Cohen
Reinvent Technology Partners
April 28, 2021
Page 4
substantial doubt about our ability to continue as a going concern
since it appears to be
inconsistent with the disclosures in the audited historical financial
statements and the
related auditors report.
Overview, page 194
17. Please revise your disclosure in this section, including the first
paragraph to provide a
more balanced description of Joby's business. We note your statement
that your "vision
is to save a billion people an hour every day by delivering a new form
of clean and quiet
aerial transportation." In addition to discussing this vision, please
also briefly describe the
current status of Joby's operations and material hurdles that exist
before it can realize its
vision
Joby's Management's Discussion and Analysis of Financial Condition and Results
of Operations,
page 208
18. Refer to page 215. Please quantify and more fully disclose and discuss
your long term
liquidity requirements and priorities, including potential changes in
those priorities based
on the impact of changes in the amount of cash available to the
post-combination
company based on the amount of cash redemptions.
19. Refer to page 217. Please disclose and discuss changes in the
estimated fair value of your
common stock during the periods presented. Please address material
differences between
the valuations used to determine the fair value of your common stock
relative to the fair
value implied by the current merger transaction.
Joby, page 237
20. Please ensure that you have provided the disclosures required by Item
404 of Regulation
S-K. For example, please quantify the terms of the Joby Holdings, Inc.
Repurchase
Agreement and whether all obligations under such agreement have been
completed; please quantify the "equity in SummerBio LLC" held by the
parties identified;
please identify the "ownership interests" and the "certain vendors" in
the agreements
involving Mr. Bevirt; and disclose the amounts and nature of the
collaboration with
Toyota Motor Corporation.
Experts, page 251
21. We note Joby was formed in 2016 and the current auditor was engaged in
2020. Please
confirm that Joby did not change auditors during its two most recent
fiscal years or
FirstName LastNameDavid Cohen
subsequent interim period; alternatively, please provide the disclosures
required by Item
Comapany NameReinvent
304 of Technology
Regulation S-K, includingPartners
a letter from the former auditors,
filed as an exhibit to
the2021
April 28, registration
Page 4 statement.
FirstName LastName
David Cohen
FirstName LastNameDavid Cohen
Reinvent Technology Partners
Comapany
April NameReinvent Technology Partners
28, 2021
April 528, 2021 Page 5
Page
FirstName LastName
Joby - Consolidated Financial Statements
Note 15. Subsequent Events, page F-51
22. Please more fully address the following:
In regard to the acquisition from Uber, update the status of your
determination of the
accounting for the acquisition, clarify how you determined the
total fair value of the
consideration transferred, and address how you considered the
potential
requirement to provide historical statements and reflect the
acquisition in the pro
forma financial statements; and
In regard to the restricted stock units you granted, quantify and
discuss how you
determined the estimated fair value of the units.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Mindy Hooker at 202-551-3732 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jay Mumford at 202-551-3637 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Christopher M. Barlow