As filed with the Securities and Exchange Commission on September 9, 2020.

Registration No. 333-248497

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES 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:

 

Gregg A. Noel, Esq.
David J. Goldschmidt, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301
(650) 470-4500
  Paul D. Tropp, Esq.
Michael S. Pilo, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 596-9000

 

 

 

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
Being
Registered
  Proposed
Maximum
Offering
Price per
Security(1)
  Proposed
Maximum
Aggregate
Offering
Price(1)
  Amount of
Registration
Fee
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)
Total             $ 690,000,000   $ 89,562(6)  

 

 

 

(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.

 

 

 

 

 

 

EXPLANATORY NOTE

 

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:

 

Exhibit   Description
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

 

 
* Filed herewith.
** Previously filed.

 

1

 

 

SIGNATURES

 

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
    Name: 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.

 

Name   Position   Date
         
/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
Mark Pincus   Director