United States securities and exchange commission logo
June 1, 2021
David Cohen
Secretary
Reinvent Technology Partners
215 Park Avenue, Floor 11
New York, NY 10003
Re: Reinvent Technology
Partners
Amended
Registration Statement on Form S-4
File No. 333-254988
Filed May 14, 2021
Dear Mr. Cohen:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our May
28, 2021 letter.
S-4/A filed on May 14, 2021
RTP's Board of Directors' Reasons for the Business Combination, page 8
1. We note your response
to our prior comment 3. It is unclear whether you have a binding
contract with the
parties you describe. Please clarify what it means to be "currently in
discussion with the
Department of Defense."
2. We note your response
to prior comment 4. Please expand your disclosure to include the
elements of your
response in your registration statement including the elements of your
test flight program and
your belief of your competitors' test flights.
Projected Financial Information, page 119
David Cohen
FirstName LastNameDavid Cohen
Reinvent Technology Partners
Comapany
June 1, 2021NameReinvent Technology Partners
June 1,
Page 2 2021 Page 2
FirstName LastName
3. We note your revisions added in response to prior comment 10. Please
expand to clarify
the assumptions underlying the projected financial information and
explain how they
relate to the estimates in the table on page 121. Quantify to the
extent possible. For
example, clarify the "customer adoption rates," "willingness to pay"
and "airplane load"
used to generate the projected financial information.
Unaudited Pro Forma Condensed Combined Financial Information, page 177
4. We note your response to prior comment 13 of our letter dated April
28, 2021, including
the adjustment to the pro forma balance sheet and disclosures provided
in note 2(F) on
page 185. Please revise the disclosures related to the Earnout Shares
in note 2(F) to
provide a sensitivity analysis that quantifies the potential impact
that a change in the per
share market price of the post combination company s common stock
would have on the
pro forma balance sheet and pro forma statement of operations.
5. We note your response to prior comment 14 of our letter dated April
28, 2021; however,
given that the merger will be accounted for as a reverse
recapitalization with Joby
Aviation as the accounting acquirer, it appears to us that the
expenses incurred by RTP,
disclosed in note 2(P) on page 186 and Note 2(BB) on page 187, are
transaction costs
related to the merger that should be expensed as incurred and recorded
in the pro forma
statement of operations as a non-recurring item. Please advise or
revise.
6. We note your response to prior comment 15 of our letter dated April
28, 2021, including
the disclosures provided in note 3 on page 187. Please address the
following:
Clarify the difference between the shares related to Joby's
options and RSUs
disclosed in note (1) and disclosed in note (2).
Disclose the number of outstanding warrants excluded from the
calculation of pro
forma diluted loss per share.
Explain to us if/how you intend to reflect Joby's recent issuance
of RSUs in the pro
forma financial statements.
Explain to us how you have accounted for the 9,641,603 shares of
Joby common
stock related to the conversion of all outstanding shares of Joby
unvested RSUs and
early exercised stock options that are subject to repurchase.
Joby's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Estimates, page 226
7. Please revise your disclosures to incorporate some of the information
you provided in
your response to prior comment 19 and address how the fair value
estimates of your
common stock relate to the fair value implied by the current merger
transaction.
Experts, page 261
David Cohen
Reinvent Technology Partners
June 1, 2021
Page 3
8. We have read your response to prior comment 21 of our letter dated April
28, 2021;
however, given that the merger is a reverse recapitalization with Joby
Aviation as the
accounting acquirer and predecessor, it continues to appear to us that
any change in their
auditor that occurred during the prior two years should be reported under
Item 304 of
Regulation S-K, if applicable. Refer to section 12330.2 of the Division
of Corporation
Finance's Financial Reporting Manual.
You may contact Anne Mcconnell at 202-551-3709 or Mindy Hooker at
202-551-3732 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jay Mumford at 202-551-3637 or Geoff Kruczek at 202-551-3641 with any
other
questions.
Sincerely,
FirstName LastNameDavid Cohen
Division of
Corporation Finance
Comapany NameReinvent Technology Partners
Office of
Manufacturing
June 1, 2021 Page 3
cc: Christopher M. Barlow
FirstName LastName