Prior to the Closing, subject to the approval of our shareholders, and in accordance with the DGCL, Cayman
Islands Companies Act (as revised) (the CICA) and our amended and restated memorandum and articles of association, we will effect a deregistration under the CICA and a domestication under Section 388 of the DGCL (by means of filing
a certificate of domestication with the Secretary of State of Delaware), pursuant to which our jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the Domestication).
In connection with the Domestication, (i) each of our then issued and outstanding Class A ordinary shares, par value $0.0001 per
share, will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001, of our company (after the Domestication) (the RTP
Common Stock), (ii) each of our then issued and outstanding Class B ordinary shares, par value $0.0001 per share, will convert automatically, on a one-for-one
basis, into a share of RTP Common Stock, (iii) each of our then issued and outstanding warrant will convert automatically into a warrant to acquire one share of RTP Common Stock (Domesticated RTP Warrant), and (iv) each of our
then issued and outstanding unit (the Cayman RTP Units) will convert automatically into a share of RTP Common Stock, on a one-for-one basis, and one-fourth of one Domesticated RTP Warrant.
On February 23, 2021, concurrently with the execution
of the Merger Agreement, we entered into subscription agreements with certain investors (collectively, the PIPE Investors), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively
subscribed for 83.5 million shares of RTP Common Stock for an aggregate purchase price equal to $835 million (the PIPE Investment), $115 million of which is expected to be funded in the aggregate by Reinvent Technology SPV
I LLC and Reinvent Capital Fund LP. The PIPE Investment will be consummated substantially concurrently with the Closing.
The consummation of the proposed
Joby Business Combination is subject to certain conditions as further described in the Merger Agreement.
For more information about the Merger Agreement
and the proposed Joby Business Combination, see our Current Report on Form 8-K filed with the SEC on February 24, 2021 and the Joby Disclosure Statement that we will file with the SEC. Unless specifically
stated, this Annual Report does not give effect to the proposed Joby Business Combination and does not contain the risks associated with the proposed Joby Business Combination. Such risks and effects relating to the proposed Joby Business
Combination will be included in the Joby Disclosure Statement.
Results of Operations
Our entire activity from inception through December 31, 2020 related to our formation, the preparation for the Initial Public Offering,
and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until
after completion of our initial Business Combination, at the earliest. We will generate non-operating income in the form of interest and investment income on cash and cash equivalents and investments. We
expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the period from July 3, 2020 (inception) through December 31, 2020, we had a net loss of approximately $933,000, which consisted
of approximately $1.1 million of general and administrative expenses partially offset by approximately $171,000 of income on the investments held in the Trust Account.
Liquidity and Capital Resources
December 31, 2020, we had approximately $1.7 million in our operating bank accounts, working capital of approximately $1.8 million, and approximately $171,000 in interest income available in the Trust Account to fund our working
capital requirements, subject to an annual limit of $500,000, and/or to pay our taxes, if any.
Our liquidity needs have been satisfied
prior to the completion of the Initial Public Offering through receipt of a $25,000 capital contribution from our Sponsor in exchange for the issuance of the Founder Shares and the advancement of funds by our Sponsor to cover our expenses
in connection with the Initial Public Offering. In addition, our Sponsor advanced approximately $194,000 to us under a promissory note (the Note). The Company repaid the Note in full as of September 21, 2020. Subsequent to the
consummation of the Initial Public Offering and Private Placement, our liquidity needs have been satisfied from the proceeds from the consummation of the Initial Public