Joby Aviation, LLC entered into a letter of intent to acquire Reinvent Technology Partners (NYSE:RTP) for $6.6 billion in a reverse merger transaction on January 22, 2021. Joby Aviation, LLC entered into a definitive business combination agreement to acquire Reinvent Technology Partners in a reverse merger transaction on February 23, 2021. As a result of the merger, all outstanding shares of capital stock of Joby (excluding the capital stock of Joby issued pursuant to the Note Conversion) will be canceled in exchange for the right to receive, in the aggregate, a number of shares of RTP Common Stock equal to the quotient obtained by dividing $5 billion by $10. An additional 7.5 million shares of RTP Common Stock will be issued to the holder of the Uber Note with respect to the outstanding principal amount pursuant to the Note Conversion and the Merger. The pro forma implied market capitalization of the combined company is $6.6 billion, at the $10 per share PIPE subscription price and assuming no public shareholders of Reinvent exercise their redemption rights. The Company will receive at the time of transaction close up to $690 million in proceeds from Reinvent's cash in trust and an $835 million private placement of common stock at a $10 per share value and will also convert a $75 million convertible note into common stock at a $10 per share value. The private placement is led by strategic and institutional investors including The Baupost Group, funds and accounts managed by BlackRock, Fidelity Management & Research LLC and Baillie Gifford. Existing Joby shareholders have agreed to roll 100% of their equity into the new company and will remain majority owners of the combined company at closing. It is anticipated that, immediately following the Merger and related transactions, (1) existing public shareholders of RTP will own approximately 10.65% of outstanding Joby Aviation common stock, (2) existing stockholders of Joby (including the Joby PIPE Investors) will own approximately 75.36% of outstanding Joby Aviation common stock. Upon the closing of the transaction, the combined company will be named Joby Aviation, Inc., and become publicly traded, with its common stock and warrants are expected to trade on the New York Stock Exchange under the ticker symbol “JOBY” and “JOBY WS,” respectively.

Reid Hoffman, LinkedIn Co-Founder and Co-Lead Director of Reinvent Technology Partners will join the combined company Board of Directors. The following individuals who are currently executive officers of Joby are expected to become executive officers of Joby Aviation upon the closing of the Business Combination, serving in the offices set forth opposite their names below: JoeBen Bevirt, Chief Executive Officer and Chief Architect; Matthew Field, Chief Financial Officer and Treasurer; Eric Allison, Head of Product; Bonny Simi, Head of Air Operations and People; Greg Bowles, Head of Government Affairs; Kate DeHoff, General Counsel and Corporate Secretary and Justin Lang, Head of Partnerships and Corporate Strategy. JoeBen Bevirt and Paul Sciarra are expected to become members of Joby Aviation's board of directors upon the closing of the Business Combination. The transaction is subject to approval of the transaction by the shareholders of RTP and equity holders of Joby, effectiveness of the proxy statement / registration statement on Form S-4 to be filed by RTP, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on the NYSE the shares of RTP Common Stock to be issued in connection with the Merger, the receipt of certain regulatory approvals, RTP have at least $5,000,001 of net tangible assets upon Closing and all of the directors of RTP shall have resigned or otherwise been removed effective as of or prior to the Effective Time. The boards of directors of both Reinvent and Joby have unanimously approved the transaction. The Board of RTP have resolved to recommend the approval of the Merger Agreement and related matters by the shareholders of RTP. The board of directors of RTP unanimously recommends that shareholders vote “FOR” adoption of the merger. The meeting of the shareholders of RTP is scheduled on July 21, 2021. On August 5, 2021, the transaction was approved at its extraordinary general meeting of shareholders of Reinvent Technology Partners. The transaction is expected to close by the end of the second quarter of 2021. As of August 5, 2021, the business combination is expected to close on August 10, 2021, subject to the satisfaction or waiver of customary closing conditions. The proceeds from this transaction are expected to fund the business through the start of commercial operations, including certification of the aircraft and development of manufacturing facilities.

Allen & Company LLC and Morgan Stanley & Co. LLC acted as the financial advisors to Joby Aviation. Ryan Maierson, Benjamin Potter, Jack Sheridan, Brian Paulson, Kirt Switzer, James Metz, Anthony Klein, Arielle Singh, Joshua Holian, Patrick English, Kyle Jefcoat, Marissa Boynton and Saad Khanani of Latham & Watkins LLP acted as the legal advisor to Joby Aviation. Howard L. Ellin, Shana Elberg, Victor Hollender, Linda Barrett, Heather Cruz, Joseph Yaffe and Christopher M. Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisor to Reinvent Technology Partners. Morgan Stanley & Co. LLC and Allen & Company LLC served as placement agents on the PIPE transaction. Morrow & Co., LLC acted as an information agent and Mark Zimkind of Continental Stock Transfer & Trust Company acted as Transfer Agent for Reinvent. RTP has agreed to pay Morrow a fee of $42,500 for its services.

Joby Aviation, LLC completed the acquisition of Reinvent Technology Partners (NYSE:RTP) in a reverse merger transaction on August 10, 2021. Upon the completion of the transaction, RTP changed its name to “Joby Aviation, Inc.” Joby's common stock and warrants will commence trading on the New York Stock Exchange (“NYSE”) on August 11, 2021, under the ticker symbols “JOBY” and “JOBY WS,” respectively. On August 11, 2021, Reinvent Technology Partners was removed from New York Stock Exchange. Upon the consummation of the transaction, each executive officer of RTP ceased serving in such capacities and each of Mark Pincus, Michael Thompson, Sherry Coutu, Charles Hudson, Kristina Salen and Fei-Fei Li ceased serving on RTP's board of directors. JoeBen Bevirt, Aicha Evans, James Kuffner, Halimah DeLaine Prado, Dipender Saluja, Paul Sciarra and Laura Wright were appointed as directors of Joby by the holders of Class B common stock of RTP, to serve until the end of their respective terms and until their successors are elected and qualified, with Paul Sciarra appointed to serve as Chairman of the Board. Aicha Evans, Halimah DeLaine Prado and Laura Wright were appointed to serve on Joby's audit committee with Laura Wright serving as the chair and qualifying as an audit committee financial expert. JoeBen Bevirt was appointed as Joby's Chief Executive Officer and Chief Architect, Matthew Field was appointed as Joby's Chief Financial Officer and Treasurer and Kate DeHoff was appointed as Joby's General Counsel and Corporate Secretary.