As filed with the Securities and Exchange Commission on September 9, 2020.
Registration No. 333-248497
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER THE SECURITIES ACT OF 1933
Reinvent Technology Partners
(Exact name of registrant as specified in its charter)
or other jurisdiction of
incorporation or organization)
Classification Code Number)
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)
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)
A. Noel, Esq.
David J. Goldschmidt, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301
D. Tropp, Esq.|
Michael S. Pilo, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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, please 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(c) 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. ☐
CALCULATION OF REGISTRATION FEE
|Title of Each Class of Security Being Registered||Amount
|Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-fourth of one redeemable warrant(2)||69,000,000||$||10.00||$||690,000,000||$||89,562|
|Class A ordinary shares included as part of the units(3)(4)||69,000,000||—||—||—||(4)|
|Redeemable warrants included as part of the units(3)(4)||17,250,000||—||—||—||(4)|
|(1)||Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.|
|(2)||Includes 9,000,000 units, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any.|
|(3)||Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.|
|(4)||Number of Class A ordinary shares and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters.|
|(5)||No fee pursuant to Rule 457(g) under the Securities Act.|
|(6)||The filing fee has been previously paid.|
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 of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Reinvent Technology Partners is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-248497) (the ‘‘Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are being filed herewith:
|1.1*||Form of Underwriting Agreement|
|3.1*||Amended and Restated Memorandum and Articles of Association|
|3.2*||Form of Second Amended and Restated Memorandum and Articles of Association|
|4.1*||Specimen Unit Certificate|
|4.2*||Specimen Class A Ordinary Share Certificate|
|4.3*||Specimen Warrant Certificate (included in Exhibit 4.4)|
|4.4*||Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant|
|5.1*||Opinion of Maples and Calder|
|5.2*||Opinion of Skadden, Arps, Slate, Meagher & Flom LLP|
|10.1*||Promissory Note, dated August 4, 2020, issued to Reinvent Sponsor LLC|
|10.2*||Form of Letter Agreement among the Registrant and its directors and officers and Reinvent Sponsor LLC|
|10.3*||Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant|
|10.4*||Form of Registration Rights Agreement between the Registrant and certain security holders|
|10.5*||Securities Subscription Agreement, dated August 4, 2020, between the Registrant and Reinvent Sponsor LLC|
|10.6*||Form of Sponsor Warrants Purchase Agreement between the Registrant and Reinvent Sponsor LLC|
|10.7*||Form of Indemnity Agreement|
|10.8*||Form of Support Services Agreement, by and between the Registrant and Reinvent Capital LLC|
|14*||Form of Code of Ethics and Business Conduct|
|23.1**||Consent of WithumSmith+Brown, PC|
|23.2*||Consent of Maples and Calder (included in Exhibit 5.1)|
|23.3*||Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)|
|24**||Power of Attorney (included on the signature page to the initial filing of this Registration Statement)|
|99.1**||Consent of Reid Hoffman|
|99.2**||Consent of Michael Thompson|
|99.3**||Consent of Sherry Coutu|
|99.4**||Consent of Charles Hudson|
|99.5**||Consent of Kristina Salen|
|99.6**||Consent of Fei-Fei Li|
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 9th day of September, 2020.
|REINVENT TECHNOLOGY PARTNERS|
|By:||/s/ Michael Thompson|
|Title:||Chief Executive Officer and|
|Chief Financial Officer|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|/s/ Michael Thompson||Chief Executive Officer and Chief Financial Officer||September 9, 2020|
|Michael Thompson||(Principal Executive, Financial and Accounting Officer)|
|/s/ Mark Pincus||September 9, 2020|