Filed by Reinvent Technology Partners
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Joby Aviation
Commission File No. 001-39524
Reid Hoffman
18 March 2021
Reid Hoffman @reidhoffman “We wanted flying cars. Instead we got 140 characters.” -- Peter Thiel, 2013 What a difference 8 years makes! In 2021, we’ve got 280 characters. And threaded tweet-storms. And - wait for it - flying cars!
For decades, flying cars have endured as a symbol of the future’s utopian promise. Who wouldn’t trade being stuck in Friday afternoon gridlock for a convenient five-minute trip home? That’s an even bigger moonshot than going to the moon
Reid Hoffman@reidhoffman 1h I describe @jobyaviation as “Tesla meets Uber in the air.” By taking short-hop urban transportation from 2D to 3D, Joby’s all-electric aircraft will create massive benefits for human productivity, environmental sustainability, and overall quality of life. 2 2 15 Reid Hoffman @reidhoffman Aviation visionary @joeben Bevirt founded Joby in 2009 and now leads its 700+ team that includes world class technologists and executive talent drawn from transportation leaders like @Tesla, @Uber, @Ford, and @JetBlue.
Reid Hoffman @reidhoffman Joby prioritizes seamless integration into urban landscapes: It’s nimble, safe, zero-emission, and quiet. ‘Takeoff* produces just 65 decibels - or roughly equivalent to “normal conversation.” In flight, it’s even quieter. 1 1 99 Reid Hoffman @reidhoffman Safety, quiet, and environmental sustainability are just part of Joby’s quest. To achieve its goal of eliminating 1 billion commute hours a year, Joby must also be affordable. Joby aims to make air taxi service comparable to the cost of an Uber of equivalent distance. 2 1 9 Reid Hoffman © @reidhoffman That may sound like science fiction, but Joby’s on course to turn it into science fact. Thanks to its best-in- class technology, Joby has already attracted significant investment from @Toyota, @intel, @JetBlue, and
Reid Hoffman @reidhoffman Reinvent Technology Partners (RTP), the SPAC I co-founded with Mark Pincus (@markpinc) and Michael Thompson, is expected to merge with Joby. As a result of this merger, Joby will become a public company and I’ll be joining Joby’s board. 1 2 Reid Hoffman @reidhoffman After careful due diligence, RTP recognized Joby as the clear market leader. It’s the first co. to attain airworthiness approval for an eVTOL aircraft by the @usairforce. The first to agree to an eVTOL certification basis with the FAA. It’s conducted 1000+ test flights.
Reid Hoffman @reidhoffman RTP focuses on providing the patient capital and committed advisory relationships that companies pursuing global scale require. So this merger will place a five-year lock-up on all major shareholders, including us. We’re partnering with Joby for the long haul. Reid Hoffman @reidhoffman Even 240 characters isn’t enough to express how excited I am to help Joby re-define the transit networks that human beings rely on to live and work most productively. Luckily, we’ve also got emojis! The future is sooner and stranger than you think! Reid Hoffman @reidhoffman Read more information about this merger: jobyaviation.com/news/joby- avia...
IMPORTANT LEGAL INFORMATION
Forward Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Reinvent Technology Partners (“RTP”) and Joby Aero, Inc. (“Joby Aviation”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from
the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of RTP’s securities, (ii) the risk that the transaction may not be completed by RTP’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by RTP, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Agreement and Plan of Merger, dated as of February 23, 2021 (the “Merger Agreement”), by and among RTP, Joby Aviation and RTP Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of RTP, by the shareholders of RTP, the satisfaction of the minimum trust account amount following redemptions by RTP’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Joby Aviation’s business relationships, operating results and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Joby Aviation and potential difficulties in Joby Aviation employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Joby Aviation or against RTP related to the Merger Agreement or the transaction, (x) the ability to maintain the listing of RTP’s securities on a national securities exchange, (xi) the price of RTP’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which RTP plans to operate or Joby Aviation operates, variations in operating performance across competitors, changes in laws and regulations affecting RTP’s or Joby Aviation’s business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive aviation industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of RTP’s registration on Form S-1 (File No. 333-248497), the registration statement on Form S-4 discussed above and other documents filed by RTP from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and RTP and Joby Aviation assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither RTP nor Joby Aviation gives any assurance that either RTP or Joby Aviation or the combined company will achieve its expectations.
Important Information for Investors and Stockholders
This document relates to a proposed transaction between RTP and Joby Aviation. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. RTP intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of RTP, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all RTP shareholders. RTP also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of RTP are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by RTP through the website maintained by the SEC at www.sec.gov.
The documents filed by RTP with the SEC also may be obtained free of charge at RTP’s website at https://www.reinventtechnologypartners.com or upon written request to 215 Park Avenue, Floor 11 New York, NY.
Participants in the Solicitation
RTP and Joby Aviation and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from RTP’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of RTP and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.