S-4/Atrue0001828108This number includes up to 3,187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.On February 10, 2021, the Company effected a share capitalization resulting in an aggregate of 24,437,500 Class B ordinary shares outstanding. 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Table of Contents
As filed with the Securities and Exchange Commission on August 27, 2021
Registration No. 333-257912
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Amendment
No.
1
to
FORM
S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
Reinvent Technology Partners Y*
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Cayman Islands*
 
6770
 
98-1562265
(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:
 
Howard L. Ellin, Esq.
Christopher M. Barlow, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212)
735-3000
 
William Mouat, Esq.
General Counsel
Aurora Innovation, Inc.
50 33rd St,
Pittsburgh PA, 15201
 
Damien Weiss, Esq.
Todd Cleary, Esq.
Megan J. Baier, Esq.
Ethan Lutske, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
1301 Avenue of the Americas, 40
th
Floor
New York, NY 10019
(212)
999-5800
 
 
Approximate date of commencement of proposed sale of the securities to the public
: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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.  

Table of Contents
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)  ☐
Exchange Act Rule
14d-l(d)
(Cross-Border Third-Party Tender Offer)  ☐
 
 
CALCULATION OF REGISTRATION FEE
 
 
Title of each class of
securities to be registered
 
Amount
to be
registered
(1)
 
Proposed
maximum
offering price
per share
 
Proposed
maximum
aggregate
offering price
 
Amount of
registration fee
Common stock
(2)(3)
 
97,750,000
 
$9.83
(4)
 
$960,882,500.00
(4)
 
$104,832.28
Redeemable warrants
(2)(5)
 
12,218,750
 
$1.84
(6)
 
$22,482,500.00
(6)
 
$2,452.84
Common stock
(2)(7)
 
534,725,731
 
$0.000033
(8)
 
$17,824.19
(8)
 
$1.94
Total
 
 
 
 
 
$
983,382,824.19
 
$
107,287.07
(9)
 
 
(1)
Immediately prior to the consummation of the Merger described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), Reinvent Technology Partners Y, a Cayman Islands exempted company (“RTPY”), intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which RTPY’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by RTPY (after the Domestication), the continuing entity following the Domestication, which will be renamed “Aurora Innovation, Inc.” (“Aurora Innovation”), as further described in the proxy statement/prospectus. As used herein, “Aurora Innovation” refers to RTPY after the Domestication, including after such change of name.
(2)
Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)
The number of shares of common stock of Aurora Innovation being registered represents the number of Class A ordinary shares of RTPY that were registered pursuant to the Registration Statement on Form
S-1
(333-253075) (the “IPO Registration Statement”) and offered by RTPY in its initial public offering (the “RTPY public shares”). The RTPY public shares automatically will be converted by operation of law into shares of common stock of Aurora Innovation in the Domestication (“Aurora Innovation public shares”).
(4)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of RTPY (the company to which Aurora Innovation will succeed following the Domestication) on Nasdaq
on July 8, 2021 ($9.83 per Class A ordinary share) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(5)
The number of redeemable warrants to acquire shares of common stock of Aurora Innovation being registered represents the number of redeemable warrants to acquire Class A ordinary shares of RTPY that were registered pursuant to the IPO Registration Statement and offered by RTPY in its initial public offering (the “public warrants”). The public warrants automatically will be converted by operation of law into redeemable warrants to acquire shares of common stock of Aurora Innovation in the Domestication (“Aurora Innovation public warrants”).
(6)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of RTPY (the company to which Aurora Innovation will succeed following the Domestication) on Nasdaq on July 8, 2021 ($1.84 per warrant) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(7)
The number of shares of common stock of Aurora Innovation being registered represents the sum of (a) 502,159,800 shares of Aurora Innovation Class A common stock to be issued in connection with the Merger described herein, and (b) the product of (i) 15,038,422 shares of Aurora common stock reserved for issuance upon the settlement of Aurora restricted stock units outstanding as of August 6, 2021 and that may be issued after such date pursuant to the terms of the Merger Agreement described herein, which will convert into restricted stock units, each of which will represent the right to receive one share of Aurora Innovation Class A common stock upon the satisfaction of vesting conditions in accordance with the terms of the Merger Agreement described herein and (ii) an exchange ratio of 2.1655 shares of Aurora Innovation common stock for each share of Aurora common stock.
(8)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, Aurora is a private company, no market exists for its securities and has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is
one-third
of the aggregate par value of the Aurora securities expected to be exchanged in the Merger.
(9)
$
107,287.08 previously paid.
*
Prior to the consummation of the Merger described herein, the Registrant intends to effect a deregistration under Article 206 of the Cayman Islands Companies Act (2021 Revision) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Reinvent Technology Partners Y (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Aurora Innovation, Inc.”
 
 
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 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.
 
 
 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
SUBJECT TO COMPLETION, DATED AUGUST 27, 2021
PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
REINVENT TECHNOLOGY PARTNERS Y
(A CAYMAN ISLANDS EXEMPTED COMPANY)
PROSPECTUS FOR
632,475,731 SHARES OF COMMON STOCK AND
12,218,750 REDEEMABLE WARRANTS
OF
REINVENT TECHNOLOGY PARTNERS Y
(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN
THE STATE OF DELAWARE),
THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION,
WHICH WILL BE RENAMED “AURORA INNOVATION, INC.”
IN CONNECTION WITH THE MERGER DESCRIBED HEREIN
 
 
The transaction committee formed by the board of directors (the “Transaction Committee”) of Reinvent Technology Partners Y, a Cayman Islands exempted company (“RTPY” and, after the Domestication as described below, “Aurora Innovation”), has unanimously approved (1) the domestication of RTPY as a Delaware corporation (the “Domestication”); (2) the merger of RTPY Merger Sub Inc. (“Merger Sub”), a Delaware corporation and subsidiary of RTPY, with and into Aurora Innovation, Inc. (“Aurora”), a Delaware corporation (the “Merger” and, together with the Domestication, the “Business Combination”), with Aurora surviving the Merger as a wholly owned subsidiary of Aurora Innovation, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 14, 2021, by and among RTPY, Merger Sub and Aurora, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Merger, RTPY will change its name to “Aurora Innovation, Inc.”
RTPY formed the Transaction Committee, consisting of all of the members of the board of directors of RTPY other than Reid Hoffman and Karen Francis, to evaluate and make any decision on behalf of the full board of directors of RTPY with respect to the Business Combination with Aurora Innovation. Ms. Francis, who is also a director of TuSimple Holdings Inc., is not a member of the Transaction Committee, was not permitted to attend any sessions of the Transaction Committee, and has recused herself from discussions of the board of directors of RTPY about the Business Combination and voting on matters related to the Business Combination. Reid Hoffman, a non-voting observer on the board of directors of RTPY and a member of Aurora’s board of directors, was not a member of the Transaction Committee, was not permitted to attend any sessions of the Transaction Committee, and has recused himself from discussions and decisions of the board of directors of RTPY about the Business Combination. Mr. Hoffman also recused himself from discussions of the Aurora board of directors or management about the Business Combination and voting on matters related to the Business Combination.
As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RTPY (the “RTPY Class A ordinary shares”), will convert automatically, on a
one-for-one
basis, into one share of Class A common stock, par value $0.0001 per share, of Aurora Innovation (the “Aurora Innovation Class A common stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RTPY (the “RTPY Class B ordinary shares”), will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation Class A common stock (which shares are not being registered pursuant to the registration statement of which this proxy statement/prospectus forms a part), (3) each then issued and outstanding warrant of RTPY (the “RTPY warrants”) will convert automatically into a warrant to acquire one share of Aurora Innovation Class A common stock (the “Aurora Innovation warrants”) pursuant to the Warrant Agreement, dated as of March 15, 2021 (the “Warrant Agreement”), between RTPY and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each then issued and outstanding unit of RTPY (the “RTPY units”) will separate automatically into one share of Aurora Innovation Class A common stock, on a
one-for-one
basis, and
one-eighth
of one Aurora Innovation warrant. Accordingly, this proxy statement/prospectus covers (1) 97,750,000 shares of Aurora Innovation Class A common stock to be issued in the Domestication and (2) 12,218,750 Aurora Innovation warrants to be issued in the Domestication.
At the effective time of the Merger, among other things, all outstanding shares of Aurora capital stock (after giving effect to the
Pre-Closing
Restructuring, as more fully described elsewhere in this proxy statement/prospectus), together with shares of Aurora common stock reserved in respect of Aurora Awards (as defined below) outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Aurora Innovation Class A common stock, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 627,928,653 shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and an aggregate of 484,541,285 shares of Aurora Innovation Class B common stock (at a deemed value of $10.00 per share), which, in the case of Aurora Awards, will be shares underlying awards based on Aurora Innovation Class A common stock, representing a
pre-transaction
equity value of Aurora of $11.0 billion. Specifically, after giving effect to the
Pre-Closing
Restructuring, (a) each share of Aurora common stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class A common stock equal to the quotient obtained by dividing (i) the number of shares Aurora Innovation common stock equal to the quotient obtained by dividing (x)$11.0 billion, representing the pre-transaction equity value of Aurora by (y) $10.00 (such quotient, the “Aggregate

Table of Contents
Merger Consideration”) by (ii) the aggregate fully diluted number of shares of Aurora capital stock (the “Exchange Ratio”) and (b) each share of Aurora Class B Stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class B common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Aurora Awards is calculated assuming that all Aurora Innovation Options are
net-settled
(although Aurora Innovation Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including: (i) to the Aurora PIPE Investors pursuant to the PIPE Investment which may be made under the terms of the respective Subscription Agreements or (ii) to Aurora employees, directors and consultants pursuant to the Aurora Innovation, Inc. 2021 Equity Incentive Plan, as more fully described elsewhere in this proxy statement/prospectus. The Aurora Innovation Class B common stock will have the same economic terms as the Aurora Innovation Class A common stock, but the Aurora Innovation Class B common stock will carry 10 votes per share while the Aurora Innovation Class A common stock will carry one vote per share.
With respect to Aurora equity awards granted under the Aurora Innovation, Inc. 2017 Equity Incentive Plan, the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan, and the OURS Technology Inc. 2017 Stock Incentive Plan, in each case, as amended (the “Aurora Incentive Plans”), all (i) options to purchase shares of Aurora common stock granted under the Aurora Incentive Plans (“Aurora Options”) and (ii) restricted stock units based on shares of Aurora common stock granted under the Aurora Incentive Plans (“Aurora RSU Awards”) outstanding as of immediately prior to the Merger (together, the “Aurora Awards”) will be converted into (a) options to purchase shares of Aurora Innovation Class A common stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the effective time of the Merger, including with respect to vesting and termination-related provisions (“Aurora Innovation Options”) and (b) awards of restricted stock units based on shares of Aurora Innovation Class A common stock with substantially the same terms and conditions as were applicable to such Aurora RSU Award immediately prior to the effective time of the Merger, including with respect to vesting and termination-related provisions (“Aurora Innovation RSU Awards”), respectively. Accordingly, this proxy statement/prospectus also relates to the resale of 16,536,937 shares of Aurora Innovation Class A common stock received in settlement of the Aurora Innovation RSU Awards following the Merger (the “RSU Shares”), provided that the number of shares subject to the Aurora Innovation Options and Aurora Innovation RSU Awards and the exercise price of the Aurora Innovation Options will be adjusted based on the Exchange Ratio. The holders of the RSU Shares may from time to time sell, transfer or otherwise dispose of any or all of their RSU Shares in a number of different ways and at varying prices, and we will not receive any proceeds from such transactions. See “
BCA Proposal—The Merger Agreement—Consideration—Treatment of Aurora Options and Restricted Stock Unit Awards
.”
It is anticipated that, immediately following the Merger and related transactions, (1) existing public shareholders of RTPY will own approximately 7.3% of outstanding Aurora Innovation common stock and have approximately 1.7% of the voting power, (2) existing stockholders of Aurora will own approximately 87.3% of outstanding Aurora Innovation common stock (inclusive of shares purchased by the Aurora PIPE Investors in the PIPE Investment) and have approximately 97.0% of the voting power, (3) the Aurora Founders will own approximately 18.4% of outstanding Aurora Innovation common stock and have approximately 43.0% of the total voting power, (4) the Sponsor, the Sponsor Related PIPE Investor and the current independent directors of RTPY will collectively own 2.4% of outstanding Aurora Innovation common stock and have approximately 0.6% of the voting power (assuming no RTPY Class B ordinary shares held by the Sponsor were forfeited and the 24,317,500 shares of Aurora Innovation common stock converted from RTPY Class B ordinary shares held by the Sponsor were fully vested), and (5) the Third Party PIPE Investors will own approximately 3.0% of outstanding Aurora Innovation common stock and have approximately 0.7% of the voting power. These percentages assume (i) that no public shareholders of RTPY exercise their redemption rights in connection with the Merger, (ii) that Aurora Innovation issues, in respect of Aurora Awards outstanding as of immediately prior to the effective time of the Merger, an aggregate of 125,768,853 shares of Aurora Innovation Class A common stock and (iii) that Aurora Innovation issues 100,000,000 shares of Aurora Innovation Class A common stock to the PIPE Investors pursuant to the PIPE Investment. The Third Party PIPE Investors have agreed to purchase 40,150,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $401,500,000 of gross proceeds. The Sponsor Related PIPE Investor has agreed to purchase 7,500,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $75,000,000 of gross proceeds. The Aurora PIPE Investors have agreed to purchase 52,350,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $523,500,000 of gross proceeds. If the actual facts are different from these assumptions, the percentage ownership and voting power retained by RTPY’s existing shareholders in Aurora Innovation will be different.
The RTPY units, RTPY Class A ordinary shares and RTPY warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “RTPYU,” “RTPY” and “RTPYW,” respectively. RTPY will apply for listing, to be effective at the time of the Business Combination, of Aurora Innovation Class A common stock and Aurora Innovation warrants on Nasdaq under the proposed symbols “AUR” and “AURW,” respectively. It is a condition of the consummation of the Business Combination described above that RTPY receives confirmation from Nasdaq that the securities have been approved for listing on Nasdaq, but there can be no assurance such listing conditions will be met or that RTPY will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination described above will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.
 
 
This proxy statement/prospectus provides shareholders of RTPY with detailed information about the proposed Merger and other matters to be considered at the extraordinary general meeting of shareholders of RTPY. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “
beginning on page 29 of this proxy statement/prospectus.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
This proxy statement/prospectus is dated                     , 2021,
and is first being mailed to RTPY’s shareholders on or about                     , 2021

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REINVENT TECHNOLOGY PARTNERS Y
A Cayman Islands Exempted Company
(Company Number 366702)
215 Park Avenue, Floor 11
New York, New York 10003
Dear Reinvent Technology Partners Y Shareholders:
You are cordially invited to attend the extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Reinvent Technology Partners Y, a Cayman Islands exempted company (“RTPY” and, after the Domestication, as described below, “Aurora Innovation”), to be held at                  Eastern Time on                     , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartnersy/2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned. While shareholders are encouraged to attend the meeting virtually, it is a requirement under Cayman Islands law for there to be a physical location of the meeting. The physical location of the meeting is the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301. You will be permitted to attend the extraordinary general meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities.
Only shareholders who held ordinary shares of RTPY at the close of business on                     , 2021 (the “Record Date”) will be entitled to vote at the extraordinary general meeting and at any adjournments thereof.
At the extraordinary general meeting, RTPY shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of July 14, 2021 (as the same may be amended, the “Merger Agreement”), by and among RTPY, RTPY Merger Sub Inc. (“Merger Sub”) and Aurora Innovation, Inc. (“Aurora”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication as described below, the merger of Merger Sub with and into Aurora (the “Merger”), with Aurora surviving the Merger as a wholly owned subsidiary of RTPY, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus.
As a condition to the consummation of the Merger, a transaction committee formed by the board of directors of RTPY (the “Transaction Committee”) has unanimously approved a change of RTPY’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”). As described in the accompanying proxy statement/prospectus, shareholders of RTPY will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, and effective upon the Domestication, RTPY will change its name to “Aurora Innovation, Inc.”
RTPY formed the Transaction Committee, consisting of all of the members of the board of directors of RTPY other than Reid Hoffman and Karen Francis, to evaluate and make any decision on behalf of the full board of directors of RTPY with respect to the Business Combination with Aurora Innovation. Ms. Francis, who is also a director of TuSimple Holdings Inc., is not a member of the Transaction Committee, was not permitted to attend any sessions of the Transaction Committee, and has recused herself from discussions of the board of directors of RTPY about the Business Combination and voting as a director on matters related to the Business Combination. Reid Hoffman, a non-voting observer on the board of directors of RTPY and a member of Aurora’s board of directors, was not a member of the Transaction Committee, was not permitted to attend any sessions of the Transaction Committee, and has recused himself from discussions and decisions of the board of directors of RTPY about the Business Combination. Mr. Hoffman also recused himself from discussions of the Aurora board of directors or management about the Business Combination and voting on matters related to the Business Combination.

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As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of RTPY (the “RTPY Class A ordinary shares”), will convert automatically, on a
one-for-one
basis, into one share of Class A common stock, par value $0.0001 per share, of Aurora Innovation (the “Aurora Innovation Class A common stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of RTPY (the “RTPY Class B ordinary shares”), will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation Class A common stock, (3) each then issued and outstanding warrant of RTPY (the “RTPY warrants”) will convert automatically into a warrant to acquire one share of Aurora Innovation Class A common stock (the “Aurora Innovation warrants”) pursuant to the Warrant Agreement, dated as of March 15, 2021 (the “Warrant Agreement”), between RTPY and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent, and (4) each then issued and outstanding unit of RTPY (the “RTPY units”) will separate automatically into one share of Aurora Innovation Class A common stock, on a
one-for-one
basis, and
one-eighth
of one Aurora Innovation warrant. As used herein, “public shares” shall mean the RTPY Class A ordinary shares (including those that underlie the RTPY units) that were registered pursuant to the Registration Statements on Form
S-1
(333-253075) or the shares of Aurora Innovation Class A common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication, as the context requires. For further details, see “
Domestication Proposal
.”
Shareholders of RTPY will also be asked to consider and vote upon (1) six separate proposals to approve material differences between RTPY’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Aurora Innovation (collectively, the “Organizational Documents Proposals”), (2) with respect to the holders of RTPY Class B ordinary shares only, a proposal to elect directors who, upon consummation of the Business Combination, will be the directors of Aurora Innovation (the “Director Election Proposal”), (3) a proposal to approve for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (i) the issuance of Aurora Innovation Class A common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investor and the Aurora PIPE Investors, pursuant to the PIPE Investment and (b) the Aurora Stockholders pursuant to the Merger Agreement and (ii) the potential issuance of RTPY ordinary shares to the Sponsor, any affiliate of the Sponsor or any other person arranged by the Sponsor pursuant to the Sponsor Agreement (the “Stock Issuance Proposal”), (4) a proposal to approve and adopt the Aurora Innovation, Inc. 2021 Equity Incentive Plan (the “Incentive Award Plan Proposal”) and (5) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The Business Combination will be consummated only if the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Incentive Award Plan Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
At the effective time of the Merger (the “Closing”), among other things, all outstanding shares of Aurora capital stock, together with shares of Aurora common stock reserved in respect of Aurora Awards outstanding (after giving effect to the
Pre-Closing
Restructuring, as more fully described in the accompanying proxy statement/prospectus) as of immediately prior to the Closing that will be converted into awards based on Aurora Innovation Class A common stock, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 627,928,653 shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and an aggregate of 484,541,285 shares of Aurora Innovation Class B common stock (at a deemed value of $10.00 per share), which, in the case of Aurora Awards, will be shares underlying awards based on Aurora Innovation Class A common stock, representing a
pre-transaction
equity value of Aurora of $11.0 billion (such total number of shares of Aurora Innovation common stock, the “Aggregate Merger Consideration”). Specifically, after giving effect to the
Pre-Closing
Restructuring, (a) each share of Aurora common stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class A common stock equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration by (ii) the aggregate fully

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diluted number of shares of Aurora capital stock (the “Exchange Ratio”) and (b) each share of Aurora Class B Stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class B common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Aurora Awards is calculated assuming that all Aurora Innovation Options are
net-settled
(although Aurora Innovation Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including: (i) to the Aurora PIPE Investors pursuant to the PIPE Investment which may be made under the terms of the respective Subscription Agreements or (ii) to Aurora employees, directors and consultants pursuant to the Aurora Innovation, Inc. 2021 Equity Incentive Plan, as more fully described elsewhere in the accompanying proxy statement/prospectus.
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Sponsor Support Agreement, (ii) the Sponsor Agreement, (iii) the Registration Rights Agreement, (iv) the
Lock-Up
Agreements, (v) the PIPE Subscription Agreements and (vi) the Company Holders Support Agreements. For additional information, see “
BCA Proposal—Related Agreements
” in the accompanying proxy statement/prospectus.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (a “public shareholder”), which excludes shares held by the Sponsor and the current independent directors of RTPY, may request that RTPY redeem all or a portion of such public shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.
Public shareholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely tenders its shares to Continental, RTPY’s transfer agent, Aurora Innovation will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Aurora Innovation Class A common stock that will be redeemed immediately after consummation of the Business Combination. See “
Extraordinary General Meeting of RTPY—Redemption Rights
” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Pursuant to the Sponsor Support Agreement, dated as of July 14, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”) or the letter agreement, dated as of March 15, 2021, entered into by the Sponsor and RTPY’s directors and officers (the “Insider Letter”), as applicable, Reinvent Sponsor Y LLC, a Cayman Islands limited liability company and shareholder of RTPY (the “Sponsor”) and each director and officer of RTPY have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares

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held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement or the Insider Letter, as applicable. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and RTPY’s directors collectively own 20% of the issued and outstanding ordinary shares.
The Merger Agreement provides that the obligations of Aurora to consummate the Merger are conditioned on, among other things, that as of the Closing, (i) the amount of cash available in the trust account, after deducting the amount required to satisfy RTPY’s obligations to its shareholders (if any) that exercise their rights to redeem all or a portion of their public shares pursuant to the Cayman Constitutional Documents and after the payment of any (A) deferred underwriting commissions being held in the trust account and (B) transaction expenses of Aurora or RTPY (such amount, the “Trust Amount”), plus the PIPE Investment Amount (as defined in the accompanying proxy statement/prospectus), is at least equal to $1.5 billion (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”) and (ii) the amount of redemption obligations to RTPY’s public shareholders shall not exceed $500.0 million (the “Maximum Redemption Condition”). These conditions are for the sole benefit of Aurora. If either such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then Aurora may terminate the Merger Agreement and the proposed Business Combination may not be consummated. In addition, RTPY shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act).
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
RTPY is providing the accompanying proxy statement/prospectus and accompanying proxy card to RTPY’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by RTPY’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus.
Whether or not you plan to attend the extraordinary general meeting, you are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “
Risk Factors
” beginning on page
28 of the accompanying proxy statement/prospectus.
After careful consideration, the RTPY Transaction Committee has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to RTPY’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the RTPY Transaction Committee, you should keep in mind that RTPY’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal
Interests of RTPY’s Directors and Executive Officers in the Business Combination
” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires a special resolution under the Cayman Constitutional Documents and Cayman Islands law, being the affirmative vote of holders of a majority of at least
two-thirds
of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting. The approval of the BCA Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting. Under the terms of the Cayman Constitutional Documents, only the holders of the RTPY Class B ordinary shares are entitled to vote on the election of directors to the RTPY board of directors. Therefore, the approval of Director Election Proposal requires an ordinary resolution of the holders of the RTPY Class B

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ordinary shares under Cayman Islands law, being the affirmative vote of the holders of a majority of the RTPY Class B ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting. Pursuant to the Sponsor Support Agreement, the Sponsor and RTPY’s independent directors (other than Karen Francis, who has recused herself from discussions of RTPY’s board of directors about the proposed Business Combination and voting as a director on matters related to the proposed Business Combination), as holders of all of the RTPY Class B ordinary shares (other than the 30,000 RTPY Class B ordinary shares owned by Ms. Francis), agreed to vote in favor of the Merger Agreement and the transactions contemplated thereby. Therefore, the Director Election Proposal is expected to be approved by the holders of the RTPY Class B ordinary shares at the extraordinary general meeting.
Your vote is very important.
Regardless of whether you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker
non-vote
will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered
non-discretionary,
nor will be counted as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO RTPY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
On behalf of RTPY’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Michael Thompson
Chief Executive Officer, Chief Financial Officer and Director

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated                     , 2021 and is first being mailed to shareholders on or about                     , 2021.

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REINVENT TECHNOLOGY PARTNERS Y
A Cayman Islands Exempted Company
(Company Number 366702)
215 Park Avenue, Floor 11
New York, New York 10003
NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON                     , 2021
TO THE SHAREHOLDERS OF REINVENT TECHNOLOGY PARTNERS Y:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Reinvent Technology Partners Y, a Cayman Islands exempted company, company number 366702 (“we” or “RTPY”), will be held at                 , Eastern Time, on                     , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, and virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartnersy/2021. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:
 
   
Proposal No.
 1—The BCA Proposal—
to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of July 14, 2021 (the “Merger Agreement”), by and among RTPY, RTPY Merger Sub Inc. (“Merger Sub”) and Aurora Innovation, Inc. (“Aurora”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Aurora (the “Merger”), with Aurora surviving the Merger as a wholly owned subsidiary of Aurora Innovation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus (the “BCA Proposal”);
 
   
Proposal No.
 2—The Domestication Proposal—
to consider and vote upon a proposal to approve by special resolution the change of RTPY’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (the “Domestication Proposal”);
 
   
Organizational Documents Proposals—
to consider and vote upon the following six separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, the following material differences between RTPY’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of Reinvent Technology Partners Y (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), and the change of the name of RTPY to “Aurora Innovation, Inc.” in connection with the Business Combination (RTPY after the Domestication, including after such change of name, is referred to herein as “Aurora Innovation”):
 
  (A)
Proposal No.
 3—Organizational Documents Proposal A—
to authorize the change in the authorized share capital of RTPY from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “RTPY Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “RTPY Preferred Shares”), to 50,000,000,000 shares of Class A common stock, par value $0.0001 per share, of Aurora Innovation, Inc. (the “Aurora Innovation Class A common stock”), 1,000,000,000 shares of Class B common stock, par value $0.0001 per share of Aurora Innovation, Inc. (the “Aurora Innovation Class B common stock” and, together with the Aurora

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  Innovation Class A common stock, the “Aurora Innovation common stock”) and 1,000,000,000 shares of preferred stock, par value $0.0001 per share, of Aurora Innovation (the “Aurora Innovation preferred stock”) (“Organizational Documents Proposal A”);
 
  (B)
Proposal No.
 4—Organizational Documents Proposal B—
to authorize the Aurora Innovation Board to issue any or all shares of Aurora Innovation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Aurora Innovation Board and as may be permitted by the DGCL (“Organizational Documents Proposal B”);
 
  (C)
Proposal No.
 5—Organizational Documents Proposal C—
to provide that the Aurora Innovation Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term (“Organizational Documents Proposal C”);
 
  (D)
Proposal No.
 6—Organizational Documents Proposal D—
to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation (“Organizational Documents Proposal D”);
 
  (F)
Proposal No.
 7—Organizational Documents Proposal E—
to authorize a dual class common stock structure pursuant to which holders of Aurora Innovation Class A common stock will be entitled to cast one vote per share of Aurora Innovation Class A common stock and holders of shares of Aurora Innovation Class B common stock will be entitled to cast 10 votes per share of Aurora Innovation Class B common stock on each matter properly submitted to Aurora Innovation stockholders entitled to vote (“Organizational Documents Proposal E”); and
 
  (G)
Proposal No.
 8—Organizational Documents Proposal F—
to authorize all other changes in connection with the amendment and replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to the accompanying proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from “Reinvent Technology Partners Y” to “Aurora Innovation, Inc.,” (2) making Aurora Innovation’s corporate existence perpetual, (3) removing certain provisions related to RTPY’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination and (4) being subject to the provisions of Section 203 of DGCL, all of which the board of directors of RTPY believes is necessary to adequately address the needs of Aurora Innovation after the Business Combination (“Organizational Documents Proposal F”); and
 
   
Proposal No.
 9—The Director Election Proposal—
with respect to the holders of RTPY Class B ordinary shares only, to consider and vote upon a proposal to approve by ordinary resolution the election of directors who, upon consummation of the Business Combination, will be the directors of Aurora Innovation (the “Director Election Proposal”);
 
   
Proposal No.
 10—The Stock Issuance Proposal—
to consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (i) the issuance of Aurora Innovation Class A common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investor and the Aurora PIPE Investors, pursuant to the PIPE Investment and (b) the Aurora Stockholders pursuant to the Merger Agreement and (ii) the potential issuance of RTPY ordinary shares to the Sponsor, any affiliate of the Sponsor or any other person arranged by the Sponsor pursuant to the Sponsor Agreement (the “Stock Issuance Proposal”);
 
   
Proposal No.
 11—The Incentive Award Plan Proposal—
to consider and vote upon a proposal to approve by ordinary resolution, the Aurora Innovation, Inc. 2021 Equity Incentive Plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex E (the “Incentive Award Plan Proposal”); and
 
   
Proposal No.
 12—The Adjournment Proposal—
to consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of proposal Nos. 1 through 11 at the extraordinary general meeting (the “Adjournment Proposal”).

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Each of Proposals No. 1 through 11 (collectively, the “Condition Precedent Proposals”) is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
These items of business are described in the accompanying proxy statement/prospectus, which RTPY encourages you to read carefully and in its entirety before voting.
Only holders of record of ordinary shares at the close of business on                     , 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.
The accompanying proxy statement/prospectus and extraordinary general meeting proxy card is being provided to RTPY’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting.
Regardless of whether you plan to attend the extraordinary general meeting, you are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in “
Risk Factors
” beginning on page
28 of the accompanying proxy statement/prospectus.
After careful consideration, the RTPY Transaction Committee has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to RTPY’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the RTPY Transaction Committee, you should keep in mind that RTPY’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal
Interests of RTPY’s Directors and Executive Officers in the Business Combination
” in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Pursuant to the Cayman Constitutional Documents, a holder of public shares (a “public shareholder”) may request that RTPY redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
 
  i.
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
 
  ii.
submit a written request to Continental, RTPY’s transfer agent, that Aurora Innovation redeem all or a portion of your public shares for cash; and
 
  iii.
deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, RTPY’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time on
    
    
    
        
, 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed
.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

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If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely tenders its shares to Continental, RTPY’s transfer agent, Aurora Innovation will redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of RTPY’s initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Aurora Innovation Class A common stock that will be redeemed promptly after consummation of the Business Combination. See “
Extraordinary General Meeting of RTPY—Redemption Rights
” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Pursuant to the Sponsor Support Agreement, dated as of July 14, 2021, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”) or the letter agreement, dated as of March 15, 2021, entered into by the Sponsor and RTPY’s directors and officers (the “Insider Letter”), as applicable, Reinvent Sponsor Y LLC, a Cayman Islands limited liability company and shareholder of RTPY (the “Sponsor”), and each director and officer of RTPY have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement or the Insider Letter, as applicable. The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the
per-share
redemption price. As of the date of the accompanying proxy statement/prospectus, the Sponsor and RTPY’s directors collectively own 20% of the issued and outstanding ordinary shares.
The Merger Agreement provides that the obligations of Aurora to consummate the Merger are conditioned on, among other things, that as of the Closing, (i) the amount of cash available in the trust account, after deducting the amount required to satisfy RTPY’s obligations to its shareholders (if any) that exercise their rights to redeem all or a portion of their public shares pursuant to the Cayman Constitutional Documents and after the payment of any (A) deferred underwriting commissions being held in the trust account and (B) transaction expenses of Aurora or RTPY (such amount, the “Trust Amount”) plus the PIPE Investment Amount (as defined in the accompanying proxy statement/prospectus), is at least equal to $1.5 billion (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”) and (ii) the amount of redemption obligations to RTPY’s public shareholders shall not exceed $500.0 million (the “Maximum Redemption Condition”). These conditions are for the sole benefit of Aurora. If either such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then Aurora may terminate the Merger Agreement and the proposed Business Combination may not be consummated. In addition, RTPY shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act).
The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.
The approval of each of the Domestication Proposal and Organizational Documents Proposals requires a special resolution under the Cayman Constitutional Documents and Cayman Islands law, being the affirmative vote of holders of a majority of at least
two-thirds
of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting. The approval of the BCA Proposal,

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the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal require an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting. Under the terms of the Cayman Constitutional Documents, only the holders of the RTPY Class B ordinary shares are entitled to vote on the election of directors to the RTPY board of directors. Therefore, the approval of Director Election Proposal requires an ordinary resolution of the holders of the RTPY Class B ordinary shares under Cayman Islands law, being the affirmative vote of the holders of a majority of the RTPY Class B ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting. Pursuant to the Sponsor Support Agreement, or the Insider Letter, as applicable, the Sponsor and RTPY’s independent directors, as holders of all of the RTPY Class B ordinary shares, agreed to vote in favor of the Merger Agreement and the transactions contemplated thereby. Therefore, the Director Election Proposal is expected to be approved by the holders of the RTPY Class B ordinary shares at the extraordinary general meeting.
Your vote is very important.
Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your extraordinary general meeting proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your extraordinary general meeting proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker
non-vote
will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may vote in person and your proxy will be revoked without further action being required.
Your attention is directed to the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, RTPY’s proxy solicitor, by calling (800)
662-5200
or banks and brokers can call collect at (203)
658-9400,
or by emailing RTPY.info@investor.morrowsodali.com.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors of Reinvent Technology Partners Y,                     , 2021
Michael Thompson
Chief Executive Officer, Chief Financial Officer and Director
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST

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ACCOUNT AND TENDER YOUR SHARES TO RTPY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.
You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning RTPY, without charge, by written request to Secretary at Reinvent Technology Partners Y, 215 Park Avenue, Floor 11, New York, New York 10003, or by telephone request at (212)
457-1272;
or Morrow Sodali LLC, RTPY’s proxy solicitor, by calling (800)
662-5200
or banks and brokers can call collect at (203)
658-9400,
or by emailing RTPY.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.
In order for RTPY’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of RTPY to be held on                     , 2021, you must request the information no later than                     , 2021, five business days prior to the date of the extraordinary general meeting.
TRADEMARKS
This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the 
®
or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. RTPY does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.
MARKET AND INDUSTRY DATA
This proxy statement/prospectus includes industry and market data obtained from periodic industry publications, third-party studies and surveys, including from the American Automobile Association, American Transportation Research Institute, American Trucking Association, Armstrong & Associates, National Highway Traffic Safety Administration, RAND Corporation, Pitney Bowes, Department of Transportation, Department of Commerce, Bureau of Labor Statistics, Federal Highway Administration and the World Health Organization, as well as from filings of public companies in our industry and internal company surveys. These sources include government and industry sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this proxy statement/prospectus, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report is as of its original publication date (and not as of the date of this proxy statement/prospectus). Certain of these publications, studies and reports were published before the
COVID-19
pandemic and therefore do not reflect any impact of
COVID-19
on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.
SELECTED DEFINITIONS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
 
   
“2017 Plan” are to the Aurora 2017 Equity Incentive Plan;
 
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“2021 Plan” are to the Aurora Innovation, Inc. 2021 Equity Incentive Plan attached to this proxy statement/prospectus as Annex E;
 
   
“Aggregate Merger Consideration” are to the number of shares of Aurora Innovation common stock equal to the quotient obtained by dividing (i) $11.0 billion, representing the
pre-transaction
equity value of Aurora, by (ii) $10.00;
 
   
“Allen & Co.” are to Allen & Company LLC;
 
   
“Ancillary Agreements” are to the Sponsor Support Agreement, the Written Consent, the Confidentiality Agreement and the Sponsor Agreement, collectively;
 
   
“Apparate” are to Apparate USA LLC, formerly a subsidiary of Uber Technologies Inc., which was acquired by Aurora on January 19, 2021;
 
   
“Aurora” are to Aurora Innovation, Inc. prior to the Business Combination;
 
   
“Aurora Awards” are to Aurora Options and Aurora RSU Awards;
 
   
“Aurora B stock” are to shares of Aurora B stock, par value $0.0001 per share;
 
   
“Aurora capital stock” are to shares of Aurora common stock and Aurora B stock;
 
   
“Aurora common stock” are to shares of Aurora common stock, par value $0.0001 per share;
 
   
“Aurora Equityholder Approval” are to the adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the Merger, by the affirmative vote or written consent of the holders of at least (i) a majority of all of the outstanding shares of Aurora capital stock and Aurora preferred stock, voting together as a single class, (ii) a majority of all of the outstanding shares of Aurora preferred stock, voting together as a single class on an
as-converted
basis, (iii) a majority of all of the outstanding shares of Series A preferred stock of Aurora, voting as a separate class and (iv) a majority of all of the outstanding shares of Series B preferred stock of Aurora, voting as a separate class;
 
   
“Aurora Founders” are to Chris Urmson, Sterling Anderson and James Andrew (Drew) Bagnell;
 
   
“Aurora Incentive Plans” are to the Aurora Innovation, Inc. 2017 Equity Incentive Plan, the Blackmore Sensors & Analytics, Inc. 2016 Equity Incentive Plan, and the OURS Technology Inc. 2017 Stock Incentive Plan, in each case, as amended;
 
   
“Aurora Innovation” are to RTPY after the Domestication and its name change from Reinvent Technology Partners Y to Aurora Innovation, Inc.;
 
   
“Aurora Innovation Board” are to the board of directors of Aurora Innovation;
 
   
“Aurora Innovation Class A common stock” are to shares of Aurora Innovation Class A common stock, par value $0.0001 per share, which will be entitled to one vote per share;
 
   
“Aurora Innovation Class B common stock” are to shares of Aurora Innovation Class B common stock, par value $0.0001 per share, which will be entitled to 10 votes per share;
 
   
“Aurora Innovation common stock” are to shares of Aurora Innovation Class A common stock and Aurora Innovation Class B common stock;
 
   
“Aurora Innovation Options” are to options to purchase shares of Aurora Innovation Class A common stock;
 
   
“Aurora Innovation RSU Awards” are to awards of restricted stock units based on shares of Aurora Innovation Class A common stock;
 
   
“Aurora Liquidity Event Vesting RSUs” are to the portion of each Aurora RSU award that is outstanding and shall vest at the effective time of the Merger satisfying the “Liquidity Event Requirement” as defined in the restricted stock unit award agreement under the 2017 Plan;
 
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“Aurora Options” are to options to purchase shares of Aurora common stock granted under the Aurora Incentive Plans;
 
   
“Aurora PIPE Investor” are to a PIPE Investor that is a holder of shares of Aurora capital stock or securities exercisable for or convertible into Aurora capital stock as of the date of the Merger Agreement and not a Sponsor Related PIPE Investor;
 
   
“Aurora preferred stock” are to the Series Seed 1 preferred stock, Series Seed 2 preferred stock, Series A preferred stock, Series B preferred stock, Series
B-1
preferred stock, Series
U-1
preferred stock and Series
U-2
preferred stock of Aurora;
 
   
“Aurora Restricted Stock” are to shares of Aurora common stock, which are subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code).
 
   
“Aurora RSU Awards” are to awards of restricted stock units based on shares of Aurora common stock granted under the Aurora Incentive Plans;
 
   
“Aurora Stockholders” are to the stockholders of Aurora and holders of Aurora Awards prior to the Business Combination;
 
   
“Available Cash” are to the amount as calculated by adding the Trust Amount and the PIPE Investment Amount;
 
   
“Blackmore” are to Blackmore Sensors & Analytics, Inc.;
 
   
“Business Combination” are to the Domestication together with the Merger;
 
   
“Cayman Constitutional Documents” are to RTPY’s Amended and Restated Memorandum of Association (the “Existing Memorandum”) and RTPY’s Amended and Restated Articles of Association (the “Existing Articles”), each as amended from time to time;
 
   
“Cayman Islands Companies Act” are to the Cayman Islands Companies Act (2021 Revision), as amended and revised;
 
   
“CCC” are to the California Corporations Code.
 
   
“Closing” are to the closing of the Business Combination;
 
   
“Code” are to the United States Internal Revenue Code of 1986, as amended;
 
   
“Company,” “we,” “us” and “our” are to RTPY prior to the Domestication and to Aurora Innovation after the Domestication, including after its change of name to Aurora Innovation, Inc.;
 
   
“Company Holders Support Agreements” are to the Voting and Support Agreements, dated as of July 14, 2021, by and among RTPY, the Merger Sub and each Stockholder (as defined therein), as amended and modified from time to time;
 
   
“Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, and the Incentive Award Plan Proposal, collectively;
 
   
“Confidentiality Agreement” are to the Mutual Nondisclosure Agreement, dated as of March 18, 2021, between RTPY and Aurora;
 
   
“Continental” are to Continental Stock Transfer & Trust Company;
 
   
“DENSO” are to DENSO International America, Inc.;
 
   
“DGCL” are to the General Corporation Law of the State of Delaware;
 
   
“Domestication” are to the domestication of Reinvent Technology Partners Y as a corporation incorporated in the State of Delaware;
 
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“Exchange Act” are to the Securities Exchange Act of 1934, as amended;
 
   
“Exchange Ratio” are to the quotient obtained by dividing (a) the Aggregate Merger Consideration by (b) the aggregate fully diluted number of shares of Aurora common stock issued and outstanding immediately prior to the Merger (which is (i) the aggregate number of shares of Aurora common stock (A) issued and outstanding immediately prior to the Merger, (B) issuable upon the conversion of the Aurora preferred stock immediately prior to the Merger in accordance with Aurora’s organizational documents, (C) issuable upon, or subject to, the exercise of Aurora Options (whether or not then vested or exercisable) that are outstanding immediately prior to the Merger, and (D) subject to Aurora RSU Awards (whether or not then vested) that are outstanding immediately prior to the Merger,
minus
(ii) a number of shares of Aurora common stock equal to (x) the aggregate exercise price of the Aurora Options described in clause (C) above
divided by
(y) the Per Share Merger Consideration);
 
   
“GAAP” are to accounting principles generally accepted in the United States;
 
   
“Goldman Sachs” means Goldman Sachs & Co. LLC;
 
   
“Houlihan Lokey” are to Houlihan Lokey Capital, Inc.;
 
   
“HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
 
   
“initial public offering” are to RTPY’s initial public offering that was consummated on March 18, 2021;
 
   
“Insider Letter” are to a letter agreement, dated as of March 15, 2021, entered into by the Sponsor and RTPY’s directors and officers in connection with RTPY’s initial public offering.
 
   
“IPO registration statement” are to the Registration Statement on Form
S-1
(333-253075) filed by RTPY in connection with its initial public offering, which became effective on March 18, 2021;
 
   
“IRS” are to the U.S. Internal Revenue Service;
 
   
“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;
 
   
“Leased Real Property” are to all real property leased, licensed, subleased or otherwise used or occupied by the Company or any of its Subsidiaries in excess of 30,000 rentable square feet (but not including
non-exclusive
licenses or similar shared use and/or occupancy arrangements);
 
   
“Liquidation Date” are to March 18, 2023 (or June 18, 2023 if RTPY has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the initial public offering but has not completed the initial business combination within such
24-month
period or, if such date is extended at a duly called extraordinary general meeting, such later date);
 
   
“Maximum Cash Condition” are to the amount of redemption obligations to RTPY’s public shareholders not exceeding $500 million;
 
   
“Merger” are to the merger of Merger Sub with and into Aurora, with Aurora surviving the merger as a wholly owned subsidiary of Aurora Innovation;
 
   
“Merger Agreement” are to the Agreement and Plan of Merger, dated as of July 14, 2021, by and among RTPY, Merger Sub and Aurora, as amended and modified from time to time;
 
   
“Merger Sub” are to RTPY Merger Sub Inc.;
 
   
“Morgan Stanley” are to Morgan Stanley & Co LLC;
 
   
“Minimum Cash Condition” are to the Trust Amount and the PIPE Investment Amount, in the aggregate, being equal to or greater than $1.5 billion;
 
   
“Nasdaq” are to the Nasdaq Capital Market;
 
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“ordinary shares” are to the RTPY Class A ordinary shares and the RTPY Class B ordinary shares, collectively;
 
   
“PACCAR” are to PACCAR Inc;
 
   
“Per Share Merger Consideration” means the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00.
 
   
“Person” are to any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;
 
   
“PIPE Investment” are to the purchase of shares of Aurora Innovation Class A common stock by the PIPE Investors in a private placement for the PIPE Investment Amount;
 
   
“PIPE Investment Amount” are to the aggregate gross purchase price actually received by RTPY prior to or substantially concurrently with Closing for the shares in the PIPE Investment, estimated to be at least $1,000,000,000;
 
   
“PIPE Investors” are to those certain third-party investors, Aurora Stockholders and affiliates of the Sponsor participating in the PIPE Investment;
 
   
“PIPE Shares” are to the shares of Aurora Innovation Class A common stock to be issued to PIPE Investors in connection with the PIPE Investment;
 
   
“Pre-Closing
Restructuring” are to the Conversion Amendment, Preferred Stock Conversion, and the Exchange, in each case as set forth in the Merger Agreement.
 
   
“private placement warrants” are to the RTPY private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of Aurora Innovation issued as a matter of law upon the conversion thereof at the time of the Domestication;
 
   
“pro forma” are to giving pro forma effect to the Business Combination;
 
   
“Proposed Bylaws” are to the proposed bylaws of Aurora Innovation upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex D;
 
   
“Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of Aurora Innovation upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex C;
 
   
“Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;
 
   
“public shareholders” are to holders of public shares, whether acquired in RTPY’s initial public offering or acquired in the secondary market;
 
   
“public shares” are to the RTPY Class A ordinary shares (including those that underlie the units) that were offered and sold by RTPY in its initial public offering and registered pursuant to the IPO registration statement or the shares of Aurora Innovation Class A common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;
 
   
“public warrants” are to the redeemable warrants (including those that underlie the units) that were offered and sold by RTPY in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of Aurora Innovation issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;
 
   
“redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;
 
   
“Registration Statement” are to the registration statement of which this proxy statement/prospectus forms a part;
 
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“Reinvent Capital” are to Reinvent Capital LLC;
 
   
“RTP” are to Reinvent Technology Partners, now known as Joby Aviation, Inc.
 
   
“RTPY” are to Reinvent Technology Partners Y prior to the Domestication;
 
   
“RTPY Board” are to the board of directors of RTPY;
 
   
“RTPY Class A ordinary shares” are to RTPY’s Class A ordinary shares, par value $0.0001 per share;
 
   
“RTPY Class B ordinary shares” are to RTPY’s Class B ordinary shares, par value $0.0001 per share;
 
   
“RTPY Founder Shares” are to the RTPY Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering;
 
   
“RTPY ordinary shares” are to RTPY Class A ordinary shares and RTPY Class B ordinary shares;
 
   
“RTPY Transaction Committee” are to the RTPY formed transaction committee, consisting of all of the members of the RTPY Board other than Karen Francis, to evaluate and make any decision on behalf of the full RTPY Board with respect to the Business Combination with Aurora Innovation. Additionally, Reid Hoffman, a
non-voting
observer on the RTPY Board and a member of Aurora’s board of directors, was not a member of the RTPY Transaction Committee;
 
   
“RTPY units” and “units” are to the units of RTPY, each unit representing one RTPY Class A ordinary share and
one-eighth
of one redeemable warrant to acquire one RTPY Class A ordinary share, that were offered and sold by RTPY in its initial public offering and registered pursuant to the IPO registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);
 
   
“RTPZ” are to Reinvent Technology Partners Z, now known as Hippo Holdings Inc.
 
   
“Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002;
 
   
“SEC” are to the United States Securities and Exchange Commission;
 
   
“Securities Act” are to the Securities Act of 1933, as amended;
 
   
“Skadden” are to Skadden, Arps, Slate, Meagher & Flom LLP;
 
   
“Sponsor” are to Reinvent Sponsor Y LLC, a Cayman Islands limited liability company;
 
   
“Sponsor Agreement” are to that certain Sponsor Agreement, dated as of July 14, 2021, by and among the Sponsor, RTPY and Aurora, as amended and modified from time to time, attached to this proxy statement/prospectus as Annex F;
 
   
“Sponsor Related PIPE Investor” are to Reinvent Technology SPV II LLC, which is a special purpose vehicle formed solely to invest in the PIPE Investment;
 
   
“Sponsor Support Agreement” are to that certain Sponsor Support Agreement, dated as of July 14, 2021, by and among the Sponsor, RTPY, the directors and officers of RTPY, and Aurora, as amended and modified from time to time;
 
   
“Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;
 
   
“Super
8-K”
are to the Current Report on Form
8-K
to be filed in accordance with the requirements of the Exchange Act and in connection with the transactions contemplated by the Merger Agreement;
 
   
“Third Party PIPE Investors” are to those certain third-party investors participating in the PIPE Investment;
 
   
“Toyota” are to Toyota Motor North America, Inc.;
 
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“Transaction Proposals” are to the Condition Precedent Proposals and the Adjournment Proposal (if necessary), collectively;
 
   
“Treasury Regulations” are to the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time;
 
   
“trust account” are to the trust account established at the consummation of RTPY’s initial public offering at Morgan Stanley and maintained by Continental, acting as trustee;
 
   
“Trust Agreement” are to the Investment Management Trust Agreement, dated March 15, 2021, by and between RTPY and Continental, as trustee;
 
   
“Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy RTPY’s obligations to its shareholders (if any) that exercise their redemption rights and after payment of any (x) deferred underwriting commissions being held in the trust account and (y) Aurora transaction expenses or RTPY transaction expenses;
 
   
“Uber” are to Uber Technologies, Inc;
 
   
“Volvo” are to Volvo Group;
 
   
“VWAP” are to, for any security as of any day or
multi-day
period, the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time on such day or the first day of such
multi-day
period (as applicable), and ending at 4:00:00 p.m., New York time on such day or the last day of such
multi-day
period (as applicable), as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the
over-the-counter
market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time on such day or the first day of such
multi-day
period (as applicable), and ending at 4:00:00 p.m., New York time on such day or the last day of such
multi-day
period (as applicable), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc. during such day or
multi-day
period (as applicable). If the VWAP cannot be calculated for such security for such day or
multi-day
period (as applicable) on any of the foregoing bases, the VWAP of such security shall be the fair market value per share at the end of such day or
multi-day
period (as applicable) as reasonably determined by the RTPY Board;
 
   
“Warrant Agreement” are to the Warrant Agreement, dated as of March 15, 2021, by and between RTPY and Continental, as warrant agent; and
 
   
“warrants or RTPY warrants” are to the public warrants and the private placement warrants.
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to RTPY Class A ordinary shares, shares of Aurora Innovation Class A common stock or warrants include such securities underlying the units.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the proposed Business Combination, of RTPY. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to
 
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historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When RTPY discusses its strategies or plans, including as they relate to the proposed Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, RTPY’s management.
Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:
 
   
RTPY’s ability to complete the Business Combination or, if RTPY does not consummate such Business Combination, any other initial business combination;
 
   
satisfaction or waiver (if applicable) of the conditions to the Merger, including, among other things:
 
   
the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of RTPY and Aurora, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) expiration or termination of the waiting period under the HSR Antitrust Improvements Act, (iv) receipt of approval for listing on Nasdaq the Aurora Innovation Class A common stock to be issued in connection with the Merger, (v) that RTPY have at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions;
 
   
the completion of the
Pre-Closing
Restructuring as set forth in the Merger Agreement;
 
   
that the amount of cash available in the trust account, after deducting the amount required to satisfy RTPY’s obligations to its shareholders (if any) that exercise their rights to redeem their RTPY Class A ordinary shares pursuant to the Cayman Constitutional Documents and after the payment of any (A) deferred underwriting commissions being held in the trust account and (B) transaction expenses of Aurora or RTPY, plus the PIPE Investment Amount, is at least equal to the Minimum Available Cash Amount;
 
   
the absence of an Aurora Material Adverse Effect (as defined in this proxy statement/prospectus);
 
   
the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;
 
   
the projected financial information, including but not limited to assumptions around vehicle miles traveled, market penetration and pricing;
 
   
our estimated total addressable market, the market for autonomous vehicles, and our market position;
 
   
the ability to obtain or maintain the listing of Aurora Innovation Class A common stock and Aurora Innovation warrants on Nasdaq following the Business Combination;
 
   
our public securities’ potential liquidity and trading;
 
   
our ability to raise financing in the future;
 
   
our ability to effectively manage our growth and future expenses;
 
   
the sufficiency of our cash and cash equivalents to meet our operating requirements;
 
   
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;
 
   
RTPY officers and directors allocating their time to other businesses and potentially having conflicts of interest with RTPY’s business or in approving the Business Combination;
 
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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
 
   
the impact of the regulatory environment and complexities with compliance related to such environment;
 
   
our ability to successfully collaborate with business partners;
 
   
our ability to obtain, maintain, protect, and enforce our intellectual property;
 
   
the impact of the
COVID-19
pandemic; and
 
   
other factors detailed under the section entitled “
Risk Factors
.”
We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section captioned “Risk Factors” and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Before any RTPY shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “
Risk Factors
” section and elsewhere in this proxy statement/prospectus may adversely affect us.
 
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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF RTPY
The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to RTPY’s shareholders. RTPY urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at                 , Eastern Time on                     , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartnersy/2021. You will be permitted to attend the extraordinary general meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Based on current guidance, we do not anticipate being able to accommodate shareholders who wish to attend in person, and we strongly urge you to attend the extraordinary general meeting virtually. To participate in the extraordinary general meeting, visit https://www.cstproxy.com/reinventtechnologypartnersy/2021 and enter the control number included on the extraordinary general meeting proxy card. You may register for the meeting as early 9:00 a.m., Eastern Time, on                     , 2021. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement/prospectus.
 
Q:
Why am I receiving this proxy statement/prospectus?
 
A:
RTPY shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Aurora, with Aurora surviving the merger as a wholly owned subsidiary of Aurora Innovation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “
Information about Aurora
” for more detail about Aurora. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety. See the section entitled “
BCA Proposal
” for more detail.
As a condition to the Merger, RTPY will change its jurisdiction of incorporation by effecting a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which RTPY’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding RTPY Class A ordinary share will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation Class A common stock; (2) each of the then issued and outstanding RTPY Class B ordinary shares will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation Class A common stock; (3) each then issued and outstanding RTPY warrant will convert automatically into one Aurora Innovation warrant, pursuant to the Warrant Agreement; and (4) each then issued and outstanding RTPY unit will separate automatically into one share of Aurora Innovation Class A common stock, on a
one-for-one
basis, and
one-eighth
of one Aurora Innovation warrant. See “
Domestication Proposal
” for additional information.
Shareholders of RTPY will also be asked to consider and vote upon certain other proposals at the extraordinary general meeting, including proposals to approve material differences between RTPY’s Amended and Restated Memorandum and Articles of Association (the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of Aurora Innovation (the “Proposed Organizational Documents”). Please see “
What amendments will be made to the current constitutional documents of RTPY?
” and “
What proposals are shareholders of RTPY being asked to vote upon
?” below.
 
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THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF RTPY AND AURORA, CAREFULLY AND IN ITS ENTIRETY.
 
Q:
What proposals are shareholders of RTPY being asked to vote upon?
 
A:
At the extraordinary general meeting, RTPY is asking holders of RTPY ordinary shares to consider and vote upon:
 
   
a proposal to approve by ordinary resolution and adopt the Merger Agreement (the “BCA Proposal”);
 
   
a proposal to approve by special resolution the Domestication (the “Domestication Proposal”);
 
   
the following six separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:
 
   
to authorize the change in the authorized capital stock of RTPY from (i) 500,000,000 RTPY Class A ordinary shares, 50,000,000 RTPY Class B ordinary shares and 5,000,000 preferred shares, each par value $0.0001 per share, to (ii) 50,000,000,000 shares of Aurora Innovation Class A common stock, 1,000,000,000 shares of Aurora Innovation Class B common stock and 1,000,000,000 shares of Aurora Innovation preferred stock;
 
   
to authorize Aurora Innovation Board to issue any or all shares of Aurora Innovation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Aurora Innovation Board and as may be permitted by the DGCL;
 
   
to divide the Aurora Innovation Board into three classes with only one class of directors being elected in each year and each class serving a three-year term;
 
   
to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;
 
   
to authorize a dual class common stock structure pursuant to which holders of Aurora Innovation Class A common stock will be entitled to cast one vote per share of Aurora Innovation Class A common stock and holders of shares of Aurora Innovation Class B common stock will be entitled to cast 10 votes per share of Aurora Innovation Class B common stock on each matter properly submitted to Aurora Innovation stockholders entitled to vote; and
 
   
to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from “Reinvent Technology Partners Y” to “Aurora Innovation, Inc.,” (2) making Aurora Innovation’s corporate existence perpetual, (3) removing certain provisions related to RTPY’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination and (4) being subject to the provisions of Section 203 of DGCL, all of which the RTPY Board believes is necessary to adequately address the needs of Aurora Innovation after the Business Combination;
 
   
a proposal to approve by ordinary resolution of the RTPY Class B ordinary shares the election of directors to serve staggered terms, who, upon consummation of the Business Combination, will be the directors of Aurora Innovation (the “Director Election Proposal”);
 
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a proposal to approve by ordinary resolution, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, (i) the issuance of Aurora Innovation Class A common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investor and the Aurora PIPE Investors, pursuant to the PIPE Investment and (b) the Aurora Innovation stockholders pursuant to the Merger Agreement and (ii) the potential issuance of RTPY ordinary shares to the Sponsor, any affiliate of the Sponsor or any other person arranged by the Sponsor pursuant to the Sponsor Agreement (the “Stock Issuance Proposal”);
 
   
a proposal to approve by ordinary resolution the Aurora Innovation, Inc. 2021 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex E (the “Incentive Award Plan Proposal”); and
 
   
a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).
If RTPY’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could be terminated by Aurora and the Business Combination may not be consummated. See the sections entitled “
BCA Proposal
,” “
Domestication Proposal
,” “
Organizational Documents Proposals
,” “
Director Election Proposal
,” “
Stock Issuance Proposal
,” “
Incentive Award Plan Proposal
,” and “
Adjournment Proposal
.”
RTPY will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of RTPY should read it carefully.
After careful consideration, the RTPY Board has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Incentive Award Plan Proposal and the Adjournment Proposal are in the best interests of RTPY and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals, if presented to the extraordinary general meeting.
The existence of financial and personal interests of one or more of RTPY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTPY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTPY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal—Interests of RTPY’s Directors and Executive Officers in the Business Combination
” for a further discussion of these considerations.
 
Q:
Are the proposals conditioned on one another?
 
A:
Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.
 
Q:
Why is RTPY proposing the Business Combination?
 
A:
RTPY was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.
Based on its due diligence investigations of Aurora and the industry in which it operates, including the financial and other information provided by Aurora in the course of RTPY’s due diligence investigations,
 
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the RTPY Transaction Committee believes that the Business Combination with Aurora is in the best interests of RTPY and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “
BCA Proposal—The RTPY Transaction Committee’s Reasons for the Business Combination
” for additional information.
Although the RTPY Transaction Committee believes that the Business Combination with Aurora presents a unique business combination opportunity and is in the best interests of RTPY and its shareholders, the RTPY Transaction Committee did consider the following potentially material negative factors in arriving at that conclusion:
 
   
Potential Inability to Complete the Merger
.
The RTPY Transaction Committee considered the possibility that the Business Combination may not be completed and the potential adverse consequences to RTPY if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing primarily outside of the control of the parties to the transaction, including the need for antitrust approval. Moreover, if RTPY does not obtain shareholder approval at the extraordinary general meeting, RTPY is obligated to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of (x) such shareholder approval being obtained and (y) January 5, 2022, which is three business days prior to January 10, 2022, the date on which the Merger Agreement may be terminated if RTPY has not completed a business combination (under the Merger Agreement, the extraordinary general meeting shall not be held later than three business days prior to such date). This could limit RTPY’s ability to seek an alternative business combination that RTPY shareholders may prefer after such initial vote. The Merger Agreement also includes an exclusivity provision that prohibits RTPY from soliciting other initial business combination proposals, which restricts RTPY’s ability to consider other potential initial business combinations until the earlier of the termination of the Merger Agreement or the consummation of the Business Combination.
In addition, the RTPY Transaction Committee considered the risk that the current public shareholders of RTPY would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to Aurora following the consummation of the Business Combination and potentially requiring Aurora to waive the condition under the Merger Agreement requiring that the funds in the trust account (after giving effect to redemptions and the payment of deferred underwriting commissions or transaction expenses of RTPY or Aurora), together with the PIPE Investment Amount, is equal to or exceeds $1.5 billion, in order for the Business Combination to be consummated. As of March 31, 2021, without giving effect to any future redemptions that may occur, the trust account had approximately $977,508,835, invested in U.S. Treasury securities and money market funds that invest in U.S. government securities.
 
   
Aurora’s Business Risks
.
The RTPY Transaction Committee considered that RTPY shareholders would be subject to the execution risks associated with Aurora Innovation if they retained their public shares following the Closing, which were different from the risks related to holding public shares of RTPY prior to the Closing. In this regard, the RTPY Transaction Committee considered that there were risks associated with successful implementation of Aurora Innovation’s long term business plan and strategy and Aurora Innovation realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control, such as new regulatory requirements or changes to existing regulatory requirements in the automotive industry and the potential negative impact of the
COVID-19
pandemic and related macroeconomic uncertainty. Aurora’s service is not yet commercialized, RTPY has identified numerous challenges throughout its diligence in order for such service to be commercialized, and there is no guarantee that Aurora’s service will be commercialized. In addition, Aurora has incurred net losses from operations since inception. The RTPY Transaction Committee considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that RTPY shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For an additional description of these risks, please see “
Risk Factors
.”
 
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Post-Business Combination Corporate Governance
. The RTPY Transaction Committee considered the corporate governance provisions of the Merger Agreement, the Sponsor Agreement and the Proposed Organizational Documents and the effect of those provisions on the governance of Aurora Innovation following the Closing. In particular, the RTPY Transaction Committee considered the issuance of the Aurora Innovation Class B common stock, which will be entitled to cast ten votes per share on each matter properly submitted to the Aurora Innovation stockholders entitled to vote, and the impact on the future governance of Aurora Innovation. Given that the existing stockholders of Aurora will collectively control shares representing a majority of Aurora Innovation’s outstanding shares of common stock upon completion of the Business Combination, and that the Aurora Innovation Board will be classified following the Closing pursuant to the terms of the Proposed Organizational Documents, the existing stockholders of Aurora may be able to elect future directors and make other decisions (including approving certain transactions involving Aurora Innovation and other corporate actions) without the consent or approval of any of RTPY’s current shareholders, directors or management team. See the section entitled “Organizational Documents Proposals” for detailed discussions of the terms and conditions of the Proposed Organizational Documents. In addition, the Sponsor will have the right to designate a Class III director to the Aurora Innovation Board for the first and second terms of the Class III directors. The RTPY Transaction Committee was aware that such right is not generally available to shareholders of RTPY, including shareholders that may hold a large number of shares. See “
—Related Agreements
” for detailed discussions of the terms and conditions of the Sponsor Agreement.
 
   
Limitations of Review
. RTPY’s management and RTPY’s outside advisors and legal counsel reviewed only certain materials in connection with their due diligence review of Aurora and its business. Accordingly, the RTPY Transaction Committee considered that RTPY may not have properly valued such business.
 
   
No Survival of Remedies for Breach of Representations, Warranties or Covenants of Aurora
.
The RTPY Transaction Committee considered that the terms of the Merger Agreement provide that RTPY will not have any surviving remedies against Aurora after the Closing to recover for losses as a result of any inaccuracies or breaches of the Aurora representations, warranties or covenants set forth in the Merger Agreement. As a result, RTPY shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Aurora prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The RTPY Transaction Committee determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current stockholders of Aurora will be the majority stockholders in Aurora Innovation.
 
   
Litigation
. The RTPY Transaction Committee considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.
 
   
Fees and Expenses
. The RTPY Transaction Committee considered the fees and expenses associated with completing the Business Combination.
 
   
Diversion of Management
. The RTPY Transaction Committee considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Aurora’s business.
In addition to considering the factors described above, the RTPY Transaction Committee also considered other factors, including, without limitation:
 
   
Interests of RTPY’s Directors and Executive Officers
.
The RTPY Transaction Committee considered the potential additional or different interests of RTPY’s directors and executive officers, as described in the section entitled “—
Interests of RTPY’s Directors and Executive Officers in the
 
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Business Combination
.” However, the RTPY Transaction Committee concluded that the potentially disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for RTPY’s initial public offering and are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination by RTPY with any other target business or businesses, (iii) a significant portion of the consideration to RTPY’s directors and executive officers was structured to be realized based on the future performance of the Aurora Innovation common stock and (iv) actions have been taken to mitigate the potentially disparate interests, including the formation of the RTPY Transaction Committee, the engagement of independent financial advisors and the delivery of the fairness opinion. The RTPY Transaction Committee independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.
 
   
Roles of Goldman Sachs and Houlihan Lokey.
The RTPY Transaction Committee considered the fact that Goldman Sachs would be paid pursuant to its engagement letters with RTPY in its roles as financial advisor to RTPY in connection with the Business Combination and as placement agent in connection with the PIPE Investment, and the fact that Houlihan Lokey would be paid pursuant to its engagement letter with the RTPY Transaction Committee in its role as financial advisor to the RTPY Transaction Committee in connection with the Business Combination.
 
   
Other Risk Factors
. The RTPY Transaction Committee considered various other risk factors associated with the business of Aurora or the Business Combination, as described in the section entitled “
Risk Factors
” appearing elsewhere in this proxy statement/prospectus.
These factors are discussed in greater detail in the section entitled “
BCA Proposal—The RTPY Transaction Committee’s Reasons for the Business Combination
,” as well as in the sections entitled “
Risk Factors—Risks Related to Our Technology, Business Model and Industry
.”
 
Q:
What will Aurora Stockholders receive in return for the Business Combination?
 
A:
At the effective time of the Merger, among other things, all outstanding shares of Aurora capital stock (after giving effect to the
Pre-Closing
Restructuring, as more fully described elsewhere in this proxy statement/prospectus), together with shares of Aurora common stock reserved in respect of Aurora Awards outstanding as of immediately prior to the effective time of the Merger that will be converted into awards based on Aurora Innovation Class A common stock, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 627,928,653 shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and 484,541,285 shares of Aurora Innovation Class B common stock (at a deemed value of $10.00 per share), which, in the case of Aurora Awards, will be shares underlying awards based on Aurora Innovation Class A common stock, representing a
pre-transaction
equity value of Aurora of $11.0 billion (such total number of shares of Aurora Innovation common stock, the “Aggregate Merger Consideration”). Specifically, after giving effect to the
Pre-Closing
Restructuring, (a) each share of Aurora common stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class A common stock equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration by (ii) the aggregate fully diluted number of shares of Aurora capital stock (the “Exchange Ratio”) and (b) each share of Aurora Class B Stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class B common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Aurora Awards is calculated assuming that all Aurora Innovation Options are
net-settled
(although Aurora Innovation Options may by their terms be cash-settled, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including: (i) to the Aurora PIPE Investors pursuant to the PIPE Investment, which may be made under the terms of the respective Subscription Agreements or (ii) to Aurora employees, directors and consultants pursuant to the Aurora Innovation, Inc. 2021 Equity Incentive Plan, as more fully described elsewhere in
 
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  this proxy statement/prospectus. For further details, see “
BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration
.”
 
Q:
What is the value of the consideration to be received in the Merger?
 
A:
The exact value of the consideration to be received by holders of equity interests of Aurora at the Closing will depend on the price of RTPY ordinary shares as of such time and the aggregate fully diluted number of shares of Aurora common stock as of such time, and will not be known with certainty until the Closing.
For informational purposes only, assuming (i) a purchase price of $11.0 billion, (ii) aggregate fully diluted number of shares of Aurora capital stock as of Closing of 507,962,256 (and a resulting Exchange Ratio of approximately 2.1655) and (iii) a market price of RTPY ordinary shares of $9.86 per share (based on the closing price of RTPY ordinary shares on Nasdaq on August 26, 2021), if the Closing had occurred on August 26, 2021, then, giving effect to the Domestication, each share of Aurora capital stock would have been cancelled and converted into the right to receive 1,112,469,938 shares of Aurora Innovation common stock with an aggregate market value (based on the market price of RTPY ordinary shares as of such date) of approximately $11.0 billion.
We have provided the above calculations for informational purposes only based on the assumptions set forth above. The actual Exchange Ratio will be determined at the Closing pursuant to the formula and terms set forth in the Merger Agreement. The aggregate fully diluted number of shares of Aurora capital stock as of Closing, and the market price of RTPY ordinary shares assumed for purposes of the foregoing illustration are each subject to change, and the actual values for such inputs at the time of the Closing could result in the actual Exchange Ratio and the value of the consideration to be received by holders of equity interests in Aurora being more or less than the amounts reflected above. We urge you to obtain current market quotations for RTPY ordinary shares.
The 97,750,000 shares of Aurora Innovation Class A common stock into which the 97,750,000 RTPY Class A ordinary shares collectively held by RTPY’s public shareholders will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $963.82 million based upon the closing price of $9.86 per share on Nasdaq on August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 12,218,750 Aurora Innovation warrants into which the 12,218,750 public warrants will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $15.39 million (including approximately $6.25 million for 4,961,603 Aurora Innovation warrants that may be retained by redeeming shareholders assuming maximum redemptions, as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” (the “Maximum Redemption Scenario”), based upon the closing price of $1.26 per warrant on Nasdaq on August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the above assumed prices, the aggregate value RTPY public shareholders and public warrant holders will receive with the Business Combination and related transactions is approximately $979.21 million. Assuming there is no forfeiture pursuant to the Sponsor Agreement, the 24,317,500 shares of Aurora Innovation Class A common stock into which the 24,317,500 RTPY Founder Shares held by the Sponsor will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted, fully vested and freely tradable, would have had an aggregate market value of approximately $239.77 million based upon the closing price of $9.86 per share on Nasdaq on August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 120,000 shares of Aurora Innovation Class A common stock into which the 120,000 RTPY Founder Shares held by RTPY’s independent directors will automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.18 million based upon the closing price of $9.86 per share on Nasdaq on August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 8,900,000 Aurora Innovation warrants into which the 8,900,000 private placement warrants held by the Sponsor will
 
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automatically convert in connection with the Merger (as a direct result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $11.21 million based upon the closing price of $1.26 per warrant on Nasdaq on August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Sponsor Related PIPE Investor has subscribed for at least $75.0 million of the PIPE Investment, for which they will receive 7,500,000 shares of Aurora Innovation Class A common stock, which, if unrestricted and freely tradable, would have had an aggregate market value of approximately $73.95 million based upon the closing price of $9.86 per share on Nasdaq on August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. Based on the current price, the aggregate value Sponsor and Sponsor Related PIPE Investor will receive with the Business Combination and related transactions is approximately $324.93 million, of which approximately $239.77 million will be subject to a
lock-up
and price vesting (assuming there is no forfeiture pursuant to the Sponsor Agreement).
 
Q:
What equity stake and voting power will current RTPY shareholders and Aurora Stockholders hold in Aurora Innovation immediately after the consummation of the Business Combination?
 
A:
As of the date of this proxy statement/prospectus, there are 122,187,500 ordinary shares issued and outstanding, which includes the 24,437,500 RTPY Founder Shares held by the Sponsor and RTPY’s independent directors and 97,750,000 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 21,118,750 warrants, which includes the 8,900,000 private placement warrants held by the Sponsor and 12,218,750 public warrants. Each whole warrant entitles the holder thereof to purchase one RTPY Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Aurora Innovation Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the RTPY fully diluted share capital would be 143,306,250.
It is anticipated that, immediately following the Merger and related transactions, (1) existing public shareholders of RTPY will own approximately 7.3% of outstanding Aurora Innovation common stock and have approximately 1.7% of the voting power, (2) existing stockholders of Aurora will own approximately 87.3% of outstanding Aurora Innovation common stock (inclusive of shares purchased by the Aurora PIPE Investors in the PIPE Investment) and have approximately 97.0% of the voting power, (3) the Aurora Founders will own approximately 18.4% of outstanding Aurora Innovation common stock and have approximately 43.0% of the total voting power, (4) the Sponsor and related parties and the current independent directors of RTPY will collectively own 2.4% of outstanding Aurora Innovation common stock (inclusive of shares purchased by the Sponsor Related PIPE Investor in the PIPE Investment) and have approximately 0.6% of the voting power (assuming no RTPY Class B ordinary shares held by the Sponsor were forfeited and the 24,317,500 shares of Aurora Innovation common stock converted from RTPY Class B ordinary shares held by the Sponsor were fully vested), and (5) the Third Party PIPE Investors will own approximately 3.0% of outstanding Aurora Innovation common stock and have approximately 0.7% of the voting power. These percentages assume (i) that no public shareholders of RTPY exercise their redemption rights in connection with the Merger, (ii) that Aurora Innovation issues, in respect of Aurora Awards outstanding as of immediately prior to the effective time of the Merger, an aggregate of 125,768,853 shares of Aurora Innovation Class A common stock and (iii) that Aurora Innovation issues 100,000,000 shares of Aurora Innovation Class A common stock to the PIPE Investors pursuant to the PIPE Investment. The Third Party PIPE Investors have agreed to purchase 40,150,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $401,500,000 of gross proceeds. The Sponsor Related PIPE Investor has agreed to purchase 7,500,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $75,000,000 of gross proceeds. The Aurora PIPE Investors have agreed to purchase 52,350,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $523,500,000 of gross proceeds. If the actual facts are different from these assumptions, the percentage ownership and voting power retained by RTPY’s existing shareholders in Aurora Innovation will be different.
 
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The following table illustrates varying ownership levels and voting power in RTPY before, and Aurora Innovation immediately following, the consummation of the Business Combination based on the assumptions above.
 
    Share Ownership and Voting Power  
   
Pre-Business Combination
(RTPY)
    Post-Business Combination    
Post-Business Combination
 
   
 
    No Redemption
(Aurora Innovation)
    Maximum Redemption
(1)
(4)

(Aurora Innovation)
 
    Number of
Shares
    Percentage
of
Outstanding
Shares
    Percentage
of
Voting
Power
    Number of
Shares
    Percentage
of
Outstanding
Shares
    Percentage
of
Voting
Power
    Number of
Shares
    Percentage
of
Outstanding
Shares
    Percentage
of
Voting
Power
 
Aurora Stockholders
(2)
    —         —         —         1,164,819,938       87.3     97.0     1,164,819,938       90.6     97.9
RTPY’s public shareholders
    97,750,000       80.0     80.0     97,750,000       7.3     1.7     58,057,172       4.5     1.0
Sponsor, Sponsor Related PIPE Investor and RTPY independent directors
(3)
    24,437,500       20.0     20.0     31,937,500       2.4     0.6     22,767,047       1.8     0.4
Third Party PIPE Investors
    —         —         —         40,150,000       3.0     0.7     40,150,000       3.1     0.7
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
    122,187,500       100.0     100.0     1,334,657,438       100.0     100.0     1,285,794,157       100.0     100.0
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
(1)
Assumes additional redemptions of 39.7 million Class A ordinary shares of RTPY in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of June 30, 2021.
(2)
Includes (a) 986,701,085 shares expected to be issued to existing Aurora common and preferred shareholders, (b) 88,126,770 shares reserved for the potential future issuance of Aurora Innovation Class A common stock upon the exercise of Aurora Innovation Options, (c) 37,642,083 shares reserved for the potential future issuance of Aurora Innovation Class A common stock upon the settlement of Aurora Innovation RSU Awards, and (d) 52,350,000 shares subscribed for through the PIPE by existing Aurora Innovation investors. These share amounts may not sum due to rounding.
(3)
Includes 24,317,500 shares held by the Sponsor (assuming such shares were fully vested), 7,500,000 shares subscribed for by the Sponsor Related PIPE Investor (included after the Business Combination only) and 120,000 shares held by the current independent directors of RTPY. Under the Maximum Redemption Scenario, a portion of the Sponsor Shares are forfeited as a result of the redemption of more than 22.5% of the outstanding RTPY Class A ordinary shares. 75% of the Sponsor Shares are subject to a vesting schedule with 25% vesting in each of the three tranches when the VWAP of the Aurora Innovation common stock is greater than $15.00, $17.50 and $20.00, respectively, for any 20 trading days within a period of 30 trading days. After 10 years following the Closing, the Sponsor agrees to forfeit any such Sponsor Shares which have not yet vested.
(4)
Share ownership and voting power presented under the Maximum Redemption Scenario in the table above is only presented for illustrative purposes. RTPY cannot predict how many of its public shareholders will exercise their right to have their public shares redeemed for cash. As a result, the redemption amount and the number of Class A ordinary shares of RTPY redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages and voting power of current RTPY and Aurora Stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “
Risk Factors—
Risks Related to the Business Combination and RTPY—The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the Business Combination, have sufficient cash available to fund Aurora Innovation’s business or optimize the capital structure of Aurora Innovation.”
 
    
RTPY’s public shareholders would hold approximately 6.6%, 5.9%, and 5.2% of outstanding shares of Aurora Innovation, assuming approximately 9.9 million, 19.8 million and 29.8 million Class A ordinary shares of RTPY were redeemed by RTPY’s public shareholders in connection with the Business Combination, respectively. The number of shares redeemed under these interim levels of redemptions represent redemptions equaling 25.0%, 50.0% and 75.0% of the shares assumed to be redeemed under the Maximum Redemption Scenario.
 
    
Under the same interim levels of redemptions, Aurora Stockholders would hold approximately 88.0%, 88.6%, and 89.8% of outstanding shares of Aurora Innovation while Sponsor, Sponsor Related PIPE Investor and RTPY independent directors would hold approximately 2.4%, 2.4%, and 1.9% of outstanding shares of Aurora Innovation.
 
    
Under each of these interim levels of redemptions, Aurora Stockholders would hold more than 97.0% of the voting power in Aurora Innovation immediately following the consummation of the Business Combination. This is partly due to the dual class voting structure of Aurora Innovation common stock, which will have the effect of concentrating voting power with the Aurora Stockholders.
 
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The level of redemption also impacts the effective deferred underwriting fee per share incurred in connection with RTPY’s initial public offering and payable upon the completion of the Business Combination. RTPY incurred $34,212,500 in deferred underwriting fees, $26,500,000 of which, pursuant to an arrangement between RTPY and Morgan Stanley (in its role as sole-bookrunning manager), would be available to pay third party financial advisors of RTPY if RTPY completed an initial business combination with Aurora. RTPY will pay Goldman Sachs, pursuant to its engagement letters with RTPY in its roles as financial advisor to RTPY in connection with the Business Combination and as placement agent in connection with the PIPE Investment, and Houlihan Lokey, pursuant to its engagement letter with the RTPY Transaction Committee in its role as financial advisor to the RTPY Transaction Committee in connection with the Business Combination, total fees of $26,500,000 for their professional services. In a no redemption scenario, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.35 per share on a pro forma basis (or 3.5% of the value of shares assuming a trading price of $10.00 per share). In a low redemption scenario in which 9.9 million shares of RTPY Class A ordinary shares, or 25% of the shares assumed to be redeemed under the Maximum Redemption Scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.39 per share on a pro forma basis (or 3.9% of the value of shares assuming a trading price of $10.00 per share). In a medium redemption scenario in which 19.8 million shares of RTPY Class A ordinary shares, or 50% of the shares assumed to be redeemed under the Maximum Redemption Scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.44 per share on a pro forma basis (or 4.4% of the value of shares assuming a trading price of $10.00 per share). In a high redemption scenario in which 29.8 million shares of RTPY Class A ordinary shares, or 75% of the shares assumed to be redeemed under the Maximum Redemption Scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.50 per share on a pro forma basis (or 5.0% of the value of shares assuming a trading price of $10.00 per share). In the Maximum Redemption Scenario, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.59 per share on a pro forma basis (or 5.9% of the value of shares assuming a trading price of $10.00 per share).
For further details, see “
BCA Proposal—The Merger Agreement—Consideration—Aggregate Merger Consideration
.”
 
Q:
What is the maximum number of shares that may be redeemed in order for RTPY to satisfy the Minimum Cash Condition?
 
A:
Assuming the PIPE Investment is completed, the maximum number of shares that may be redeemed in order for RTPY to satisfy the Minimum Cash Condition is 39,692,828.
 
Q:
How has the announcement of the Business Combination affected the trading price of the RTPY Class A ordinary shares?
 
A:
On July 14, 2021, the trading date before the public announcement of the Business Combination, RTPY’s public units, RTPY Class A ordinary shares and public warrants closed at $10.06, $9.85 and $1.77, respectively. On August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, RTPY’s public units, RTPY Class A ordinary shares and public warrants closed at $9.99, $9.86 and $1.26, respectively.
 
Q:
Will the Company obtain new financing in connection with the Business Combination?
 
A:
Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 100,000,000 shares of Aurora Innovation Class A common stock, for approximately $1,000,000,000 of gross proceeds, in the PIPE Investment, a portion of which is expected to be funded by the Sponsor Related PIPE Investor and Aurora PIPE Investors. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See “
BCA Proposal—Related Agreements—PIPE Subscription Agreements
.”
 
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Q:
Why is RTPY proposing the Domestication?
 
A:
The RTPY Transaction Committee believes that there are significant advantages to us that will arise as a result of a change of RTPY’s domicile to Delaware. Further, the RTPY Transaction Committee believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The RTPY Transaction Committee believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “
Domestication Proposal—Reasons for the Domestication
.”
To effect the Domestication, RTPY will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which RTPY will be domesticated and continue as a Delaware corporation.
The approval of the Domestication Proposal is a condition to the closing of the Merger under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Constitutional Documents and the Cayman Islands Companies Act, being the affirmative vote of holders of a majority of at least
two-thirds
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker
non-vote
will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered
non-discretionary,
nor will be counted as a vote cast at the extraordinary general meeting.
 
Q:
What amendments will be made to the current constitutional documents of RTPY?
 
A:
The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, RTPY’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace RTPY’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:
 
    
The Cayman Constitutional Documents
  
The Proposed Organizational Documents
Authorized Shares
Organizational Documents
Proposal A)
   The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000.000 RTPY Class A ordinary shares, 50,000,000 RTPY Class B ordinary shares and 5,000,000 preferred shares.    The Proposed Organizational Documents authorize 52,000,000,000 shares, consisting of 50,000,000,000 shares of Aurora Innovation Class A common stock, 1,000,000,000 shares of Aurora Innovation Class B common stock and 1,000,000,000 shares of Aurora Innovation preferred stock.
     
    
See paragraph 5 of the Existing Memorandum.
  
See Article IV of the Proposed Certificate of Incorporation.
 
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The Cayman Constitutional Documents
  
The Proposed Organizational Documents
     
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B)    The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by the RTPY Board. Accordingly, the RTPY Board is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of RTPY ordinary shares (except to the extent it may affect the ability of RTPY to carry out a conversion of RTPY Class B ordinary shares at the Closing, as contemplated by the Existing Articles).    The Proposed Organizational Documents authorize the Aurora Innovation Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the Aurora Innovation Board may determine.
     
    
See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles.
  
See Article VI of the Proposed Certificate of Incorporation.
     
Classified Board (Organizational Documents Proposal C)    The Cayman Constitutional Documents provide that the RTPY Board shall be composed of one class, appointed by the holders of the RTPY Class B ordinary shares.    The Proposed Organizational Documents provide that the Aurora Innovation Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term.
    
See Article 29 of the Existing Articles.
  
See Article VII of the Proposed Certificate of Incorporation.
     
Exclusive Forum (Organizational Documents Proposal D)
  
The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.
  
The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation.
 
See Article XI of the Proposed Bylaws.
     
Dual Class (Organizational Documents Proposal E)    The Cayman Constitutional Documents provide that holders of RTPY Class A ordinary shares are entitled to cast one vote per Class A ordinary share, and holders of RTPY Class B ordinary shares are entitled to cast one vote per Class B ordinary shares, on each matter properly submitted to the RTPY shareholders entitled to vote.    The Proposed Organizational Documents provide that holders of shares of Aurora Innovation Class A common stock will be entitled to cast one vote per share of Aurora Innovation Class A common stock, and holders of shares of Aurora Innovation Class B common stock will be entitled to cast 10 votes per share of Aurora Innovation Class B common stock on each matter properly submitted to the Aurora Innovation stockholders entitled to vote.
 
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The Cayman Constitutional Documents
  
The Proposed Organizational Documents
     
    
See Article 23 of the Existing Articles.
  
See Article V of the Proposed Certificate of Incorporation.
     
Corporate Name (Organizational Documents Proposal F)    The Cayman Constitutional Documents provide that the name of the company is “Reinvent Technology Partners Y”    The Proposed Organizational Documents provide that the name of the corporation will be “Aurora Innovation, Inc.”
     
    
See paragraph 1 of the Existing Memorandum.
  
See Article I of the Proposed Certificate of Incorporation.
     
Perpetual Existence (Organizational Documents Proposal F)    The Cayman Constitutional Documents provide that if RTPY does not consummate a business combination (as defined in the Cayman Constitutional Documents) by March 18, 2023 (or June 18, 2023 if RTPY has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the initial public offering but has not completed the initial business combination within such
24-month
period or if such date is extended at a duly called extraordinary general meeting, such later date), RTPY will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate the trust account.
   The Proposed Organizational Documents do not include any provisions relating to Aurora Innovation’s ongoing existence; the default under the DGCL will make Aurora Innovation’s existence perpetual.
     
    
See Article 49 of the Cayman Constitutional Documents.
  
Default rule under the DGCL.
     
Provisions Related to Status as Blank Check Company (Organizational Documents Proposal F)    The Cayman Constitutional Documents include various provisions related to RTPY’s status as a blank check company prior to the consummation of a business combination.    The Proposed Organizational Documents do not include such provisions related to RTPY’s status as a blank check company, which no longer will apply upon consummation of the Merger, as RTPY will cease to be a blank check company at such time.
     
    
See Article 49 of the Cayman Constitutional Documents.
    
     
Takeovers by Interested Stockholders (Organizational Documents Proposal F)    The Cayman Constitutional Documents do not provide restrictions on takeovers of RTPY by a related shareholder following a business combination.    The Proposed Organizational Documents do not opt out of Section 203 of the DGCL, and therefore, Aurora Innovation will be subject to Section 203 of the DGCL relating to takeovers by interested stockholders.
     
         
Default rule under the DGCL.
 
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Q:
How will the Domestication affect my ordinary shares, warrants and units?
 
A:
As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding RTPY Class A ordinary shares will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation Class A common stock, (2) each of the then issued and outstanding RTPY Class B ordinary shares will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation Class A common stock, (3) each then issued and outstanding RTPY warrant will convert automatically into one Aurora Innovation warrant pursuant to the Warrant Agreement and (4) each then issued and outstanding RTPY unit will separate automatically into one share of Aurora Innovation Class A common stock, on a
one-for-one
basis, and
one-eighth
of one Aurora Innovation warrant. See “
Domestication Proposal
” for additional information.
 
Q:
What are the U.S. federal income tax consequences of the Domestication?
 
A:
As discussed more fully under “
U.S. Federal Income Tax Considerations
,” Skadden, Arps, Slate, Meagher & Flom LLP has delivered an opinion that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “
U.S. Federal Income Tax Considerations
,” U.S. Holders (as defined in “
U.S. Federal Income Tax Considerations
”) will be subject to Section 367(b) of the Code and, as a result:
A U.S. Holder whose RTPY Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication will not recognize any gain or loss and will not be required to include any part of RTPY’s earnings in income;
A U.S. Holder whose RTPY Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of RTPY stock entitled to vote and less than 10% of the total value of all classes of RTPY stock will generally recognize gain (but not loss) on the exchange of RTPY Class A ordinary shares for Aurora Innovation Class A common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its RTPY Class A ordinary shares provided certain other requirements are satisfied; and
A U.S. Holder who on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of RTPY stock entitled to vote or 10% or more of the total value of all classes of RTPY stock will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its RTPY Class A ordinary shares.
RTPY does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.
As discussed more fully under “
U.S. Federal Income Tax Considerations
,” RTPY believes that it is likely classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of RTPY Class A ordinary shares or warrants for Aurora Innovation Class A common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “
U.S. Federal Income Tax Considerations—PFIC Considerations—QEF Election and
Mark-to-Market
Election
 
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with respect to their RTPY Class A ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available with respect to RTPY warrants, and the application of the PFIC rules to RTPY warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “
U.S. Federal Income Tax Considerations
.”
Each U.S. Holder of RTPY Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of RTPY Class A ordinary shares and warrants for Aurora Innovation Class A common stock and warrants pursuant to the Domestication.
Additionally, the Domestication may cause
non-U.S.
Holders (as defined in “
U.S. Federal Income Tax Considerations
”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such
non-U.S.
Holder’s Aurora Innovation Class A common stock after the Domestication.
The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and
non-U.S.
tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “
U.S. Federal Income Tax Considerations
.”
 
Q:
Can the Company redeem the warrants?
 
A:
We will have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, and only if, the last reported sales price of our common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders (the “Reference Value”). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us in such a case so long as they are held by our Sponsor or its permitted transferees, but the Sponsor has agreed to exercise all of its private placement warrants for cash or on a “cashless basis” on or prior to the redemption date, in the event that the Reference Value exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) and we elect to redeem the public warrants pursuant to the Warrant Agreement and notify the Sponsor of such election and the redemption date on or prior to the date we mail a notice of redemption to the holders of the public warrants.
In addition, we will have the ability to redeem the outstanding warrants (including the private placement warrants if the Reference Value is less than $18.00 per share) for shares of Aurora Innovation common stock at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of Aurora Innovation common stock determined based on the redemption date and the fair market value of the Aurora Innovation common stock, as set forth in Section 6.2 of the Warrant Agreement attached as Exhibit 4.4 to the Registration Statement. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the
 
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number of ordinary shares received is capped at 0.361 shares of Aurora Innovation common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants. As of August 26, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the last reported sale of price of RTPY Class A ordinary shares was $9.86 per share, which is below the threshold required for redemption.
In the event we elect to redeem the warrants that are subject to redemption, we will mail the notice of redemption by first class mail, postage prepaid, not less than thirty days prior to the redemption date to the registered holders of the warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in such manner will be conclusively presumed to have been duly given whether or not the registered holder received such notice and we are not required to provide any notice to the beneficial owners of such warrants. Additionally, while we are required to provide such notice of redemption, we are not separately required to, and do not currently intend to, notify any holders of when the warrants become eligible for redemption. If you do not exercise your warrants in connection with a redemption, including because you are unaware that such warrants are being redeemed, you would only receive the nominal redemption price for your warrants.
 
Q:
Do I have redemption rights?
 
A:
If you are a holder of public shares, you have the right to request that RTPY redeems all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus.
Public shareholders may elect to redeem all or a portion of the public
shares held by them regardless of if or how they vote in respect of the BCA Proposal
. If you wish to exercise your redemption rights, please see the answer to the next question: “
How do I exercise my redemption rights?
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
The Sponsor and RTPY’s independent directors have agreed to waive their redemption rights with respect to all of the RTPY Founder Shares in connection with the consummation of the Business Combination. The RTPY Founder Shares will be excluded from the pro rata calculation used to determine the
per-share
redemption price.
 
Q:
How do I exercise my redemption rights?
 
A:
If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:
 
  i.
(a) hold public shares, or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
 
  ii.
submit a written request to Continental, RTPY’s transfer agent, that Aurora Innovation redeem all or a portion of your public shares for cash; and
 
  iii.
deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, RTPY’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
 
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The address of Continental, RTPY’s transfer agent, is listed under the question “
Who can help answer my questions?
” below.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, RTPY’s transfer agent, directly and instruct them to do so.
Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of RTPY’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with RTPY’s consent, until the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. If you tender your shares for redemption to Continental, RTPY’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that RTPY’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, RTPY’s transfer agent, at the phone number or address listed at the end of this section.
Any corrected or changed written exercise of redemption rights must be received by Continental, RTPY’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting.
No request for redemption will be honored unless the holder’s public shares have been tendered (either physically or electronically) to Continental, RTPY’s transfer agent, at least two business days prior to the vote at the extraordinary general meeting.
If a holder of public shares properly makes a request for redemption and the public shares are tendered as described above, then, if the Business Combination is consummated, Aurora Innovation will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of Aurora Innovation Class A common stock that will be redeemed immediately after consummation of the Business Combination.
If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.
 
Q:
If I am a holder of units, can I exercise redemption rights with respect to my units?
 
A:
No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, RTPY’s transfer agent, directly and instruct them to do so.
 
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  You are requested to cause your public shares to be separated and tendered to Continental, RTPY’s transfer agent, by 5:00 p.m., Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.
 
Q:
What are the U.S. federal income tax consequences of exercising my redemption rights?
 
A:
In most circumstances, it is expected that a U.S. Holder (as defined in “
U.S. Federal Income Tax Considerations
”) that exercises its redemption rights to receive cash from the trust account in exchange for its Aurora Innovation Class A common stock will generally be treated as selling such Aurora Innovation Class A common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Aurora Innovation Class A common stock that such U.S. Holder owns or is deemed to own under certain constructive attribution rules (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “
U.S. Federal Income Tax Considerations
.”
Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as the potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “
U.S. Federal Income Tax Considerations
.”
All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and
non-U.S.
tax laws.
 
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
 
A:
Following the closing of RTPY’s initial public offering, a total of $977,500,000, comprised of proceeds from RTPY’s initial public offering and the sale of the private placement warrants, was placed in the trust account. As of March 31, 2021, funds in the trust account totaled $977,508,835 and were invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended. These funds will remain in the trust account, except for the withdrawal of interest to fund RTPY’s working capital requirements, subject to an annual limit of $701,250, and/or to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of RTPY’s obligation to redeem 100% of the public shares if it does not complete a business combination by March 18, 2023 (or June 18, 2023 if RTPY has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the initial public offering but has not completed the initial business combination within such
24-month
period) or with respect to any other provision relating to stockholders’ rights or
pre-business
combination activity, and (3) the redemption of all of the public shares if RTPY is unable to complete a business combination by March 18, 2023 (or June 18, 2023, as applicable), subject to applicable law.
Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of RTPY public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of Aurora Innovation following the Business Combination. See “
Summary of the Proxy Statement/Prospectus—Sources and Uses of Funds for the Business Combination
.”
 
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Q:
What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?
 
A:
Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.
The Merger Agreement provides that the obligations of Aurora to consummate the Merger are conditioned on, among other things, the satisfaction of the Minimum Cash Condition and the Maximum Redemption Condition. If either such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then Aurora could terminate Merger Agreement and the proposed Business Combination may not be consummated. There can be no assurance that Aurora could and would waive the Minimum Cash Condition or the Maximum Redemption Condition, as applicable. In addition, RTPY shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act).
 
Q:
What conditions must be satisfied to complete the Business Combination?
 
A:
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by RTPY’s shareholders of the Business Combination and related agreements and transactions, (ii) receipt of the Aurora Equityholder Approval, (iii) the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, (iv) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on Nasdaq of the shares of Aurora Innovation Class A common stock to be issued in connection with the Merger and the expiration or early termination of the waiting period or periods under the HSR Act), (v) that RTPY has at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions.
Other conditions to Aurora’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Domestication has been completed, (ii) the Available Cash (the sum of the Trust Amount and PIPE Investment Amount) is equal to or greater than the Minimum Available Cash Amount and (iii) receipt of letters of resignation from the directors of RTPY. Further, another condition to RTPY’s obligations to consummate the Merger is the absence of an Aurora Material Adverse Effect (as defined in this proxy statement/prospectus).
For more information about conditions to the consummation of the Business Combination, see “
BCA Proposal—The Merger Agreement
.”
 
Q:
Did the RTPY Transaction Committee obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A: Yes. The Transaction Committee obtained an opinion from Houlihan Lokey, dated July 14, 2021, to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion, the Aggregate Merger Consideration to be issued by RTPY in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to RTPY.
Please see the section entitled “
Opinion of Houlihan Lokey
” and the opinion of Houlihan Lokey attached hereto as Annex K for additional information.
 
Q:
When do you expect the Business Combination to be completed?
 
A:
It is currently expected that the Business Combination will be consummated in the second half of 2021. This date depends, among other things, on the approval of the proposals to be put to RTPY shareholders at the
 
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extraordinary general meeting. However, the extraordinary general meeting could be adjourned if the Adjournment Proposal is adopted at the extraordinary general meeting, and RTPY elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “
BCA Proposal—The Merger Agreement
.”
 
Q:
What happens if the Business Combination is not consummated?
 
A:
RTPY will not complete the Domestication unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If RTPY is not able to complete the Business Combination with Aurora by the Liquidation Date and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, RTPY will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a
per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
 
Q:
Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?
 
A:
Neither RTPY’s shareholders nor RTPY’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
 
Q:
What do I need to do now?
 
A:
RTPY urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
 
Q:
How do I vote?
 
A:
If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person or virtually at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying
pre-addressed
postage-paid envelope.
If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes
related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to virtually attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.
 
Q:
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
 
A:
No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this
 
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  proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to
non-discretionary
matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered
non-discretionary
and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker
non-vote.”
A broker
non-vote
will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered
non-discretionary,
nor will be counted as a vote cast at the extraordinary general meeting.
 
Q:
When and where will the extraordinary general meeting be held?
 
A:
The extraordinary general meeting will be held at                , Eastern Time, on                , 2021 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301 and virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartnersy/2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.
 
Q:
How do I attend a virtual meeting?
 
A:
A registered shareholder will receive the proxy card from Continental, RTPY’s transfer agent. The form contains instructions on how to attend the virtual meeting including the following URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or
e-mail
address below. Continental support contact information is as follows:
917-262-2373,
or email proxy@continentalstock.com.
You can
pre-register
to attend the virtual meeting starting at 9:00 a.m., Eastern Time, on                     , 2021. Enter the URL address (https://www.cstproxy.com/reinventtechnologypartnersy/2021) into your browser, enter your control number, name and email address. Once you
pre-register
you can vote or enter questions in the chat box. At the start of the meeting you will need to
re-log
in using your control number and will also be prompted to enter your control number if you vote during the meeting.
Beneficial shareholders, who own their shares through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.
If you do not have internet capabilities, you can listen only to the meeting by dialing +1
888-965-8995
(toll-free) within the United States and Canada or +1
415-655-0243
(standard rates apply) outside of the United States and Canada and, when prompted, entering the pin number 12143027#. This is
listen-in
only; you will not be able to vote or enter questions during the meeting.
 
Q:
Who is entitled to vote at the extraordinary general meeting?
 
A:
The RTPY Board has set                    , 2021 as the record date for the extraordinary general meeting. If you were a shareholder of RTPY at the close of business on the record date, you are entitled to vote on matters
 
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  that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person virtually or is represented by proxy at the extraordinary general meeting.
 
Q:
How many votes do I have?
 
A:
RTPY shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were                ordinary shares issued and outstanding, of which                 were issued and outstanding public shares.
 
Q:
What constitutes a quorum?
 
A:
A quorum of RTPY shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting,                 ordinary shares would be required to achieve a quorum.
 
Q:
What vote is required to approve each proposal at the extraordinary general meeting?
 
A:
The following votes are required for each proposal at the extraordinary general meeting:
 
  i.
BCA Proposal:
The approval of the BCA Proposal requires an ordinary resolution under the Cayman Constitutional Documents, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
  ii.
Domestication Proposal
:
The approval of the Domestication Proposal requires a special resolution under the Cayman Constitutional Documents and Cayman Islands Companies Act, being the affirmative vote of holders of a majority of at least
two-thirds
of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
  iii.
Organizational Documents Proposals:
The separate approval of each of the Organizational Documents Proposals requires a special resolution under the Cayman Constitutional Documents and the Cayman Islands Companies Act, being the affirmative vote of holders of a majority of at least
two-thirds
of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
  iv.
Director Election Proposal:
The approval of the Director Election Proposal requires an ordinary resolution of the holders of the RTPY Class B ordinary shares under the Cayman Constitutional Documents, being the affirmative vote of the holders of a majority of the RTPY Class B ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
  v.
Stock Issuance Proposal:
The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
  vi.
Incentive Award Plan Proposal:
The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
  viii.
Adjournment Proposal:
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
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Pursuant to the Sponsor Support Agreement or the Insider Letter, as applicable, Sponsor and each director and officer of RTPY have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement or the Insider Letter, as applicable. As of the date of this proxy statement/prospectus, the Sponsor and RTPY’s directors collectively own 24,437,500 RTPY Class B ordinary shares, which constitute approximately 20% of the issued and outstanding RTPY ordinary shares. As a result, in addition to the RTPY Class B ordinary shares, we would need 57,020,834, or 58.33% (assuming all issued and outstanding shares are voted), or 16,291,667, or 16.67% (assuming only the minimum number of shares representing a quorum are voted), of the 97,750,000 RTPY Class A ordinary shares to be voted in favor of the Business Combination (including the Merger and the Domestication) in order to have such Business Combination approved. We expect that the Sponsor and RTPY’s directors will continue to collectively own approximately 20% of our issued and outstanding ordinary shares at the time of the shareholder vote.
 
Q:
What are the recommendations of the RTPY Board?
 
A:
The RTPY Board believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of RTPY’s shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Incentive Award Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. The existence of financial and personal interests of one or more of RTPY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTPY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTPY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal—Interests of RTPY’s Directors and Executive Officers in the Business Combination
” for a further discussion of these considerations.
 
Q:
How does the Sponsor intend to vote their shares?
 
A:
Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, pursuant to the Sponsor Support Agreement or the Insider Letter, as applicable, the Sponsor and all of its directors and officers have agreed to vote all the RTPY Founder Shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor and RTPY’s directors collectively own 20.0% of the issued and outstanding ordinary shares.
At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of Aurora or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of RTPY’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of Aurora or our or their respective directors,
 
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officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to (x) increase the likelihood of approving the Condition Precedent Proposals and (y) limit the number of public shares electing to redeem, including to satisfy any redemption threshold.
Entering into any such arrangements may have a depressive effect on RTPY’s ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. RTPY will file a Current Report on Form
8-K
to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
The existence of financial and personal interests of one or more of RTPY’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of RTPY and its shareholders and what he, she or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, RTPY’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “
BCA Proposal—Interests of RTPY’s Directors and Executive Officers in the Business Combination
” for a further discussion of these considerations.
 
Q:
What happens if I sell my RTPY ordinary shares before the extraordinary general meeting?
 
A:
The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the record date for the extraordinary general meeting, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).
 
Q:
May I change my vote after I have mailed my signed proxy card?
 
A:
Yes. Shareholders may send later-dated, signed proxy card to RTPY’s Secretary at RTPY’s address set forth below so that such proxy card received by RTPY’s Secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on                    , 2021) or virtually attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to RTPY’s Secretary, which must be received by RTPY’s Secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.
 
Q:
What happens if I fail to take any action with respect to the extraordinary general meeting?
 
A:
If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of Aurora Innovation. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of RTPY. However, if you fail to vote with respect to the extraordinary general meeting,
 
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  you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).
 
Q:
What should I do with my share certificates, warrant certificates or unit certificates?
 
A:
Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates (if any) and other redemption forms (as applicable) to Continental, RTPY’s transfer agent, prior to the extraordinary general meeting.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                     , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.
Upon the Domestication, holders of RTPY units, RTPY Class A ordinary shares, Class B ordinary shares and warrants will receive shares of Aurora Innovation Class A common stock and Aurora Innovation warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, RTPY Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.
 
Q:
What should I do if I receive more than one set of voting materials?
 
A:
Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card for each applicable meeting. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.
 
Q:
Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?
 
A:
RTPY will pay the cost of soliciting proxies for the extraordinary general meeting. RTPY has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. RTPY has agreed to pay Morrow a fee of $47,500, plus disbursements (to be paid with
non-trust
account funds). RTPY will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of RTPY Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of RTPY Class A ordinary shares and in obtaining voting instructions from those owners. RTPY’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
 
Q:
Where can I find the voting results of the extraordinary general meeting?
 
A:
The preliminary voting results will be expected to be announced at the extraordinary general meeting. RTPY will publish final voting results of the extraordinary general meeting in a Current Report on Form
8-K
within four business days after the extraordinary general meeting.
 
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Q:
Who can help answer my questions?
 
A:
If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:
Morrow Sodali LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Individuals call toll-free: (800)
662-5200
Banks and Brokerage Firms, please call (203)
658-9400
Email: RTPY.info@investor.morrowsodali.com
You also may obtain additional information about RTPY from documents filed with the SEC by following the instructions in the section entitled “
Where You Can Find More Information
.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to tender your public shares (either physically or electronically) to Continental, RTPY’s transfer agent, at the address below prior to the extraordinary general meeting.
Holders must complete the procedures for electing to redeem their public
shares in the manner described above prior to 5:00 p.m., Eastern Time, on
        
    
    
    
, 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
If you have questions regarding the certification of your position or tendering of your public shares, please contact:
Continental Stock Transfer & Trust Company
1 State Street, 30th floor, New York, NY 10004
Attention: Mark Zimkind, Email: mzimkind@continentalstock.com
.
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “BCA Proposal—The Merger Agreement.”
Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the warrants.
The Parties to the Business Combination
RTPY
RTPY is a blank check company incorporated on October 2, 2020 as a Cayman Islands exempted company, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. RTPY has not engaged in any operations, other than to identify and consummate a Business Combination, and has not generated any revenue to date. Based on RTPY’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.
On March 18, 2021, RTPY consummated its initial public offering of its units, with each unit consisting of one RTPY Class A ordinary share and
one-eighth
of one public warrant. Simultaneously with the closing of the initial public offering, RTPY completed the private sale of 8,900,000 private placement warrants at a purchase price of $2.50 per private placement warrant to the Sponsor generating gross proceeds to RTPY of $22,250,000. The private placement warrants are identical to the warrants sold as part of the units in RTPY’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) are not redeemable by RTPY (except in certain redemption scenarios when the price per Class A ordinary share equals or exceeds $10.00 (as adjusted)), (ii) may be exercised on a cashless basis and (iii) are entitled to registration rights (including the ordinary shares issuable upon exercise of the private placement warrants). Additionally, the purchasers have agreed not to transfer, assign or sell any of the private placement warrants, including the RTPY Class A ordinary shares issuable upon exercise of the private placement warrants (except to certain permitted transferees), until 30 days after the completion of RTPY’s initial business combination.
Following the closing of RTPY’s initial public offering, a total of $977,500,000 of the net proceeds from its initial public offering and the sale of the private placement warrants was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule
2a-7
under the Investment Company Act of 1940, as amended. As of March 31, 2021, funds in the trust account totaled $977,508,835. These funds will remain in the trust account, except for the withdrawal of interest to fund RTPY’s working capital requirements, subject to an annual limit of $701,250, and/or to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of RTPY’s obligation to redeem 100% of the public shares if it does not complete a business combination by the Liquidation

 
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Date or with respect to any other provision relating to stockholders’ rights or
pre-business
combination activity, and (3) the redemption of all of the public shares if RTPY is unable to complete a business combination by the Liquidation Date, subject to applicable law.
The RTPY units, RTPY Class A ordinary shares and RTPY warrants are currently listed on Nasdaq under the symbols “RTPYU,” “RTPY” and “RTPYW,” respectively.
RTPY’s principal executive office is located at 215 Park Avenue, Floor 11, New York, NY 10003. Its telephone number is (212)
457-1272.
RTPY’s corporate website address is https://y.reinventtechnologypartners.com. RTPY’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.
Merger Sub
RTPY Merger Sub Inc. (“Merger Sub”) is a Delaware corporation and a wholly owned subsidiary of RTPY. The Merger Sub does not own any material assets or operate any business.
Aurora
Aurora was originally formed as a Delaware limited liability company under the name Aurora Innovation, LLC on October 24, 2016. On March 8, 2017, it was converted into a Delaware corporation under the name Aurora Innovation, Inc. As part of a reorganization associated with Aurora’s acquisition of Apparate, Avian U Merger Holdco Corp., a Delaware corporation, was incorporated on November 24, 2020 and became the parent company of Aurora Innovation, Inc. On January 19, 2021, as part of the reorganization, Aurora Innovation, Inc. changed its name to Aurora Innovation Opco, Inc., and Avian U Merger Holdco Corp. took the name of Aurora Innovation, Inc.
Aurora’s mission is to deliver the benefits of self-driving technology safely, quickly, and broadly.
Aurora was founded in 2017 by Chris Urmson, Sterling Anderson, and Drew Bagnell, three of the most prominent leaders in the self-driving space. Led by a team with deep experience, Aurora is developing the Aurora Driver based on what it believes to be the most advanced and scalable suite of self-driving hardware, software, and data services in the world to fundamentally transform the global transportation market. The Aurora Driver is designed as a platform to adapt and interoperate amongst a multitude of vehicle types and applications. To date, it has been successfully integrated into eight different vehicle platforms: from passenger vehicles to light commercial vehicles to Class 8 trucks. By creating a common driver platform Aurora Driver for multiple vehicle types and use cases, the capabilities Aurora develops in one market reinforce and strengthen its competitive advantages in other areas. For example, the capabilities needed for a truck to move safely at highway speeds would also be critical in ride hailing, when driving a passenger to the airport via a highway. Aurora believes this is the right approach to bring self-driving to market and will enable it to capitalize on a massive opportunity, including what we believe to be a $4 trillion global trucking market, a $5 trillion passenger mobility market, and a $400 billion local goods delivery market.
Proposals to be Put to the Shareholders of RTPY at the Extraordinary General Meeting
The following is a summary of the proposals to be put to the extraordinary general meeting of RTPY and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

 
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BCA Proposal
As discussed in this proxy statement/prospectus, RTPY is asking its shareholders to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of July 14, 2021, by and among RTPY, Merger Sub and Aurora (the “Merger Agreement”), a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of RTPY to Delaware as described below (including the change of RTPY’s name to “Aurora Innovation, Inc.”), the merger of Merger Sub with and into Aurora (the “Merger”), with Aurora surviving the merger as a wholly owned subsidiary of Aurora Innovation, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “
BCA Proposal—The RTPY Transaction Committee’s Reasons for the Business Combination
,” The RTPY Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for RTPY’s initial public offering, including that the business of Aurora and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see “
BCA Proposal
.”
Aggregate Merger Consideration
As a result of and upon the Closing, among other things, all outstanding shares of Aurora common stock as of immediately prior to the effective time of the Merger, and, together with shares of Aurora capital stock reserved in respect of Aurora Awards outstanding as of immediately prior to the Closing that will be converted into awards based on Aurora Innovation Class A common stock, as discussed in the following section, will be cancelled in exchange for the right to receive the Aggregate Merger Consideration. Specifically, after giving effect to the
Pre-Closing
Restructuring, (a) each share of Aurora common stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class A common stock equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration by (ii) the aggregate fully diluted number of shares of Aurora capital stock (the “Exchange Ratio”) and (b) each share of Aurora Class B Stock will be cancelled and converted into the right to receive a number of shares of Aurora Innovation Class B common stock equal to the Exchange Ratio. The portion of the Aggregate Merger Consideration reflecting the conversion of the Aurora Awards is calculated assuming that all Aurora Innovation Options are
net-settled
(although Aurora Innovation Options may by their terms be cash-settled, resulting in additional dilution). An additional 100,000,000 shares of Aurora Innovation Class A common stock will be purchased, at a price of $10.00 per share, at the Closing by the PIPE Investors pursuant to the PIPE Investment.
Closing Conditions
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval by RTPY’s shareholders of the Business Combination and related agreements and transactions, (ii) receipt of the Aurora Equityholder Approval, (iii) the effectiveness of the Registration Statement of which this proxy statement/prospectus forms a part, (iv) the receipt of certain regulatory approvals (including, but not limited to, approval for listing on Nasdaq, of the shares of Aurora Innovation Class A common stock to be issued in connection with the Merger and the expiration or early termination of the waiting period or periods under the HSR Act), (v) that RTPY has at least $5,000,001 of net tangible assets upon Closing and (vi) the absence of any injunctions.
Other conditions to Aurora’s obligations to consummate the Merger include, among others, that as of the Closing, (i) the Domestication has been completed, (ii) the Available Cash (the sum of the Trust Amount and the PIPE Investment Amount) is equal to or greater than the Minimum Available Cash Amount and (iii) the

 
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aggregate dollar value of the redemptions has not exceeded $500,000,000. Further, another condition to RTPY’s obligations to consummate the Merger is the absence of an Aurora Material Adverse Effect that is continuing.
The Minimum Cash Condition is for the sole benefit of Aurora. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then Aurora could terminate the Merger Agreement and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will RTPY redeem public shares in an amount that would cause Aurora Innovation’s net tangible assets (as determined in accordance with Rule
3a51-1(g)(1)
of the Exchange Act) to be less than $5,000,001.
For further details, see “
BCA Proposal—The Merger Agreement.
Related Agreements
This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see “
BCA Proposal—Related Agreements
.”
Sponsor Support Agreement
In connection with the execution of the Merger Agreement, RTPY entered into a sponsor support agreement, with the Sponsor, each officer and director of RTPY, and Aurora, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”).
Pursuant to the Sponsor Support Agreement, the Sponsor and each director (other than Karen Francis, who has recused herself from discussions of the RTPY Board about the proposed Business Combination and voting as a director on matters related to the proposed Business Combination) and officer of RTPY agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. For additional information, see “
BCA Proposal—Related Agreements—Sponsor Support Agreement.
Sponsor Agreement
In connection with the execution of the Merger Agreement, RTPY entered into the Sponsor Agreement with the Sponsor and Aurora, pursuant to which the parties thereto agreed, among other things, that (i) in the event that more than 22.5% of the outstanding RTPY Class A ordinary shares are redeemed (see “
Extraordinary General Meeting of RTPY—Redemption Rights
” for additional information regarding redemptions), and the Sponsor, any affiliate of the Sponsor or any other person arranged by the Sponsor has not provided backstop or alternative financing to replace such redemptions above the 22.5% threshold, the Sponsor will forfeit a number of RTPY Class B ordinary shares then owned by the Sponsor immediately before the Domestication, (ii) subject to the forfeiture (if any) described in the immediately preceding clause, shares held by the Sponsor as of the Domestication will be subject to certain vesting and
lock-up
terms, (iii) the Sponsor will exercise all of its private placement warrants for cash or on a “cashless basis” on or prior to the date upon which Aurora Innovation elects to redeem the public warrants in accordance with the Warrant Agreement, dated as of March 15, 2021, between RTPY and Continental Stock Transfer & Trust Company, if the last reported sales price of the Aurora Innovation Class A common stock for any 20 trading days within the 30
trading-day
period ending on the third trading day prior to the date on which notice of the redemption is given exceeds $18.00 per share (subject to certain adjustments), and (iv) the Sponsor will have certain rights with respect to board representation of Aurora Innovation. For additional information, see “
BCA Proposal—Related Agreements—Sponsor Agreement.

 
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PIPE Subscription Agreements
In connection with the execution of the Merger Agreement, RTPY entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase newly issued shares of Aurora Innovation Class A common stock at $10.00 per share for the PIPE Investment Amount. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreement is conditioned upon a number of conditions. The closings under the Subscription Agreements will occur substantially concurrently with the Closing. For additional information, see “
BCA Proposal—Related Agreements—PIPE Subscription Agreements.
Registration Rights Agreement
The Merger Agreement contemplates that, at the Closing, Aurora Innovation, the Sponsor, RTPY’s directors, certain equityholders of Aurora, and certain of their respective affiliates, as applicable, will enter into the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), which provides customary demand and piggyback registration rights. Pursuant to the Registration Rights Agreement, Aurora Innovation will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Aurora Innovation Class A common stock and other equity securities of Aurora Innovation that are held by the parties thereto from time to time.
For additional information, see “BCA Proposal—Related Agreements—Registration Rights Agreement.”
Lock-Up
Agreements
The Merger Agreement contemplates that, at the Closing, Aurora Innovation and the Major Company Equityholders (as defined in the Merger Agreement) will enter into a
Lock-Up
Agreements (the
“Lock-Up
Agreements”), which will contain certain restrictions on transfer with respect to shares of Aurora Innovation common stock held by the Major Company Equityholders immediately following the Closing (other than shares purchased in the public market or in the PIPE Investment) and the shares of Aurora Innovation common stock issuable to such persons upon settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the Closing in respect of Aurora Awards outstanding immediately prior to the Closing. For additional information, see “
BCA
Proposal—Related
Agreements—Lock-Up
Agreements.
Company Holders Support Agreements
In connection with the execution of the Merger Agreement, the RTPY, the Merger Sub and each Stockholder (as defined therein) entered into the Company Holders Support Agreements, pursuant to which each Stockholder has agreed, among other things, to vote in favor of the adoption and approval, promptly following the time at which this registration statement shall have been declared effective, of the Merger Agreement and the other documents to which the Company is a party contemplated by the Merger Agreement and the transactions contemplated by the Merger Agreement, including Merger and the
Pre-Closing
Restructuring, in each case, subject to the terms and conditions of the Company Holders Support Agreement. For additional information, see “
BCA Proposal—Related Agreements—Company Holders Support Agreements.
Domestication Proposal
As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then RTPY will ask its shareholders to approve by special resolution the Domestication Proposal. As a condition to closing the Business Combination pursuant to the terms of the Merger Agreement, the RTPY Board has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of RTPY’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while RTPY is

 
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currently governed by the Cayman Islands Companies Act, the common law of the Cayman Islands and the Cayman Constitutional Documents, upon the Domestication, Aurora Innovation will be governed by the DGCL and the Proposed Organizational Documents. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, RTPY encourages shareholders to carefully review the information in “
Comparison of Corporate Governance and Shareholder Rights
.”
As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding RTPY Class A ordinary shares will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation’s Class A common stock, (2) each of the then issued and outstanding RTPY Class B ordinary shares will convert automatically, on a
one-for-one
basis, into one share of Aurora Innovation Class A common stock, (3) each then issued and outstanding RTPY warrant will convert automatically into one Aurora Innovation warrant, pursuant to the Warrant Agreement and (4) each RTPY unit will separate automatically into one share of Aurora Innovation Class A common stock, on a
one-for-one
basis, and
one-eighth
of one Aurora Innovation warrant.
For further details, see “
Domestication Proposal
.”
Organizational Documents Proposals
If the BCA Proposal and the Domestication Proposal are approved, RTPY will ask its shareholders to approve by special resolution six separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. The RTPY Board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Aurora Innovation after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.
(A)    
Organizational Documents Proposal A —
to authorize the change in the authorized share capital of RTPY from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “RTPY Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “RTPY Preferred Shares”), to 50,000,000,000 shares of Class A common stock, par value $0.0001 per share, of Aurora Innovation (the “Aurora Innovation Class A common stock”), 1,000,000,000 shares of Class B common stock, par value $0.0001 per share, of Aurora Innovation (the “Aurora Innovation Class B common stock”) and 1,000,000,000 shares of preferred stock, par value $0.0001 per share, of Aurora Innovation (the “Aurora Innovation preferred stock”);
(B)    
Organizational Documents Proposal B—
to authorize the Aurora Innovation Board to issue any or all shares of Aurora Innovation preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Aurora Innovation Board and as may be permitted by the DGCL;
(C)    
Organizational Documents Proposal C—
to provide that the Aurora Innovation Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term;
(D)    
Organizational Documents Proposal D
—to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

 
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(E)    
Organizational Documents Proposal E
—to provide that holders of shares of Aurora Innovation Class A common stock will be entitled to cast one vote per share of Aurora Innovation Class A common stock and holders of shares of Aurora Innovation Class B common stock will be entitled to cast 10 votes per share of Aurora Innovation Class B common stock on each matter properly submitted to Aurora Innovation’s stockholders entitled to vote; and
(F)    
Organizational Documents Proposal F—
to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex C and Annex D, respectively), including (1) changing the corporate name from “Reinvent Technology Partners Y” to “Aurora Innovation, Inc.,” (2) making Aurora Innovation’s corporate existence perpetual, (3) removing certain provisions related to RTPY’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination and (4) being subject to the provisions of Section 203 of DGCL, all of which the RTPY Board believes is necessary to adequately address the needs of Aurora Innovation after the Business Combination.
The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and RTPY encourages shareholders to carefully review the information set out in the section entitled “
Organizational Documents Proposals
” and the full text of the Proposed Organizational Documents of Aurora Innovation.
Director Election Proposal
Assuming the BCA Proposal, the Domestication Proposal and each of the Organizational Documents Proposals are approved, RTPY’s shareholders are also being asked to approve by ordinary resolution the Director Election Proposal. Under the terms of the Cayman Constitutional Documents, only the holders of the RTPY Class B ordinary shares are entitled to vote on the election of directors to our board of directors. Pursuant to the Sponsor Support Agreement, the Sponsor and RTPY’s independent directors (other than the 30,000 RTPY Class B ordinary shares owned by Ms. Francis), as holders of all of the RTPY Class B ordinary shares (other than the 30,000 RTPY Class B ordinary shares owned by Ms. Francis), agreed to vote in favor of the Merger Agreement and the transactions contemplated thereby. Therefore, the Director Election Proposal is expected to be approved by the holders of the RTPY Class B ordinary shares at the extraordinary general meeting. Upon the consummation of the Business Combination, the Aurora Innovation Board will consist of (A) Reid Hoffman as a director and (B) individuals to be designated by Aurora as directors as listed in the section titled “
Management of Aurora Innovation Following the Business Combination
,” subject to Nasdaq requirements. For additional information on the proposed directors, see “
Director Election Proposal
.”
Stock Issuance Proposal
Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals and the Director Election Proposal are approved, RTPY’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal. For additional information, see “
Stock Issuance Proposal
.”
Incentive Award Plan Proposal
Assuming the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, RTPY’s shareholders are also being asked to approve by ordinary resolution the 2021 Plan, in order to comply with Nasdaq Listing Rule 5635 and the Internal Revenue Code. For additional information, see “
Incentive Award Plan Proposal
.”

 
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Adjournment Proposal
If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize RTPY to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved), the RTPY Board may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see “
Adjournment Proposal
.”
RTPY Transaction Committee
The Business Combination has been unanimously approved by the RTPY Transaction Committee. RTPY formed the RTPY Transaction Committee, consisting of all of the members of the RTPY Board other than Reid Hoffman and Karen Francis, to evaluate and make any decision on behalf of the full RTPY Board with respect to the Business Combination with Aurora Innovation. Ms. Francis, who is also a director of TuSimple Holdings Inc., is not a member of the RTPY Transaction Committee, was not permitted to attend any sessions of the RTPY Transaction Committee, and has recused herself from discussions of the RTPY Board about the Business Combination and voting as a director on matters related to the Business Combination. Reid Hoffman, a
non-voting
observer on the RTPY Board and a member of Aurora’s board of directors, was not a member of the RTPY Transaction Committee, was not permitted to attend any sessions of the RTPY Transaction Committee, and has recused himself from discussions and decisions of the RTPY Board about the Business Combination. Mr. Hoffman also recused himself from discussions of the Aurora board of directors or management about the Business Combination and voting on matters related to the Business Combination.
The RTPY Transaction Committee’s Reasons for the Business Combination
RTPY was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
In evaluating the Business Combination, the RTPY Transaction Committee consulted with RTPY’s management and considered a number of factors. In particular, the RTPY Transaction Committee considered, among other things, the following factors, although not weighted or in any order of significance:
 
   
Aurora and the Business Combination
. The RTPY Transaction Committee considered the following factors related to Aurora and the Business Combination:
 
   
Evolving an Outmoded and Enormous Industry
. The RTPY Transaction Committee believed that Aurora could deliver the benefits of self-driving technology safely, quickly, and broadly. Due to lack of safety, with an estimated 154 people losing their lives on the world’s roads every hour, lack of access, with an estimated 25.5 million people with a disability in the United States having difficulty traveling outside the home and lack of time, with the average driver spends approximately 54 minutes each work day commuting, according to the WHO Report, BTS Report and the USCB Report (each as defined below), the RTPY Transaction Committee believed there is a vast, immediately addressable transportation market that would benefit from Aurora’s self-driving technology. Similar to the few early entrants that captured the market for the digitization of advertising, the RTPY Transaction Committee believed Aurora is in position to be one of the few to capture the automated transportation market. The RTPY Transaction Committee believed that Aurora’s technology, including the Aurora Driver, could be incorporated across the trucking, passenger mobility and eventually the local goods delivery sectors. The RTPY Transaction Committee believed that Aurora’s technology, including the Aurora Driver, also could alleviate the driver shortage facing the trucking industry, which (i) currently has a driver shortage of around 60,000 drivers and is expected to rise to 160,000 drivers in 2028, and (ii) has an aging workforce,

 
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with 54% of truckers above 45 years old in 2020, compared to 31% in 1994, according to the ATA Analysis, the BLS Statistics and the ATRI Analysis (each as defined below). The RTPY Transaction Committee believed Aurora’s self-driving technology has potential to help dramatically reduce the safety risk of the trucking industry where half a million large truck crashes in the United States are reported each year, with studies showing 94% of crashes are generally caused by human factors, which most frequently includes distraction, misjudgments, poor driving, or driving while tired, according to FMSCA Report the NHTSA Survey (each, as defined below). The RTPY Transaction Committee believes Aurora’s self-driving technology would not be affected by some of the most common human factors which cause crashes. For example, recognition errors by drivers, such as being distracted or paying insufficient attention, are one significant type of human factor-related crash that Aurora’s self-driving technology could minimize.
 
   
Attractive Business Model and Well-Developed
Go-To-Market
Strategy
. Aurora’s service is not yet commercialized, the RTPY Transaction Committee has identified numerous challenges throughout its diligence in order for such service to be commercialized, and there is no guarantee that Aurora’s service will be commercialized. In addition, Aurora has incurred net losses from operations since inception. However, the RTPY Transaction Committee believed that the Aurora management team is the right management team to meeting these challenges and successfully commercialize its service, and that Aurora has an attractive business model, under which it designs and develops its own self-driving stack, including Aurora’s FirstLight Lidar, Aurora’s Virtual Testing Suite and the Aurora Atlas, and expects to sell the Aurora Driver as a service. The RTPY Transaction Committee believed the Aurora Driver “driver as a service” business model, which it intends to monetize on a per mile usage basis, could enable Aurora to generate attractive unit economics, with its asset-light model driving significant operating leverage, substantial margins and long-term profitability. The RTPY Transaction Committee also believed Aurora’s common core technology will eventually facilitate a differentiated market entry strategy with rapid and efficient entry and scaling into multiple sectors of the transportation industry, beginning with the trucking sector and leveraging Aurora’s common core technology to subsequently enter the passenger mobility and local goods delivery sectors. Aurora’s
go-to-market
strategy has potential to be enhanced by its partnerships with PACCAR, Volvo, Toyota, DENSO and Uber, and its acquisitions of Blackmore, 7D Labs, Inc., Ours Technology Inc. and Apparate.
 
   
Potentially Extensive Capability to Expand
. The RTPY Transaction Committee believed that once Aurora’s technology is fully commercialized, it would have the opportunity to expand quickly in the United States’ extensive estimated $700 billion trucking market and $1 trillion mobility market, estimates based on research by the American Trucking Association and the US DOT Statistics (as defined below). In the trucking sector, the RTPY Transaction Committee believed automation has the ability to speed up service and supply chains, with the Aurora Driver able to optimize vehicle utilization by operating over 20 hours a day, enabling the faster movement of goods across the economy. Moreover, the RTPY Transaction Committee believed Aurora’s partnerships with PACCAR, Volvo, Toyota, DENSO and Uber, backed by long-term commitments, are structured in a way that will enable Aurora to achieve significant penetration of this opportunity ahead of its peers.
 
   
Industry-Defining Technology
. The RTPY Transaction Committee believed Aurora has the required scale and technology. The Aurora team is comprised of approximately 1,600 employees, including over 1,400 product and engineering team members, including over 175 employees with a doctorate degree. Aurora has over 1,100 patents and pending applications worldwide. The RTPY Transaction Committee believed Aurora has innovated throughout its self-driving stack, leveraging its intellectual property for the development of a unique and first-class product. Aurora’s next generation sensing suite is engineered for the needs of highway driving with its multi-modal long-range sensing. This includes proprietary FirstLight Lidar which includes long range sensing, interference immunity and simultaneous range and velocity capability, providing

 
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several benefits over traditional lidar. The RTPY Transaction Committee believed Aurora’s ability to develop its lidar technology
in-house
creates benefits such as rapid iteration and feedback, synchronized development with its fleet and vertical integration capability to ensure supply and optimization for the high speed use cases intended in its go to market plan. The RTPY Transaction Committee also believed Aurora’s Virtual Testing Suite has exceptional advantages. The Virtual Testing Suite, with the ability to simulate in one hour the equivalent of over 50,000 trucks operating on the road, improves safety by reducing
on-road
miles required to develop the Aurora Driver, as well as cost-efficiency, as Aurora estimates that motion planning simulation costs were 2,500 times less than the costs of
on-road
testing. In addition, the RTPY Transaction Committee believed the Aurora Atlas, its high-definition mapping technology, as distinctively aiding Aurora’s self-driving development by enabling efficient maintenance empowering map data to always be
up-to-date
and shared data ability so that map building can be massively parallelized.
 
   
Experienced and Proven Management Team
. The RTPY Transaction Committee believed that Aurora’s management team has extensive experience in key aspects of the self-driving industry and represents some of the most experienced leaders in autonomous vehicle technology, machine learning, robotics, engineering, commercialization, product development and general management. The RTPY Transaction Committee expects that Aurora’s management team will continue to lead Aurora Innovation following the Business Combination. For additional information regarding Aurora Innovation’s executive officers, see the section entitled “
Management of Aurora Innovation Following the Business Combination—Executive Officers
.”
 
   
Attractive Entry Valuation
. After the completion of the Business Combination, Aurora Innovation will have an anticipated initial enterprise value of $11.0 billion, implying a 5.3x multiple of 2027 projected revenue, which the RTPY Transaction Committee believed represents a favorable entry price for RTPY shareholders with long-term return potential. In addition, the RTPY Transaction Committee believed that, given Aurora’s accumulated research and development and its potential strategic value, this valuation also represents an attractive margin of safety for investors if Aurora’s business plan were not fully materialized. See the discussion about comparable companies in the section entitled “
BCA Proposal—Background to the Business Combination
.”
 
   
Access to Working Capital
. After the completion of the Business Combination, Aurora Innovation expects to have approximately $2.5 billion in cash and short-term investments to fund operations and support existing and new growth initiatives.
 
   
Key Strategic Investors and Partners
. Aurora Innovation’s fully committed funding (inclusive of a $1.0 billion fully committed PIPE Investment) is anchored by strategic partners and institutional investors. In addition, as discussed above, key strategic partnerships with Toyota, PACCAR, DENSO, Volvo and Uber could greatly enhance Aurora’s
go-to-market
strategy and scalability.
 
   
Long-Term Alignment
. The RTPY Transaction Committee considered that the structure of the Business Combination provides for significant long-term alignment among the Sponsor, Aurora senior management and the existing Aurora stockholders. Both the Sponsor and major stockholders of Aurora (including certain members of Aurora senior management) have agreed to a long-term
lock-up
on their shares of Aurora Innovation for up to four years, and the Sponsor has agreed to an earnout structure with full vesting not realized until the share price of Aurora Innovation reaches $20.00 per share (implying over a $23.4 billion market capitalization). As such, the interests of the Sponsor and major stockholders of Aurora (including certain members of Aurora senior management) are expected to be aligned on the goal of driving long-term value for the stockholders of Aurora Innovation.
 
   
Best Available Opportunity
. The RTPY Transaction Committee determined, after a thorough review of other business combination opportunities reasonably available to RTPY, that the proposed Business Combination represents the best potential business combination for RTPY reasonably available based

 
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upon the process utilized to evaluate and assess other potential acquisition targets, and the RTPY Transaction Committee’s belief that such processes had not presented a better alternative. No opportunity came to the attention of any member of RTPY’s management or the RTPY Transaction Committee in his or her personal capacity, which impacted RTPY’s search for an acquisition target.
 
   
Consistency of Ownership and Investment by Third Parties
. The RTPY Transaction Committee considered that Aurora’s stockholders would be receiving a significant number of shares of Aurora Innovation common stock as merger consideration and would be, collectively, the largest stockholder of Aurora Innovation. In addition, the RTPY Transaction Committee considered that certain third parties, including
top-tier
institutional investors, are also investing an aggregate amount of $925.0 million in Aurora Innovation, in each case, pursuant to their participation in the PIPE Investment. Further, all of the proceeds to be delivered to Aurora Innovation in connection with the Business Combination (including from the trust account and from the PIPE Investment), are expected to remain on the balance sheet of Aurora Innovation after Closing in order to fund Aurora’s existing operations and support new and existing growth initiatives. The RTPY Transaction Committee considered the foregoing as a strong sign of confidence in Aurora Innovation following the Business Combination and the benefits to be realized as a result of the Business Combination.
 
   
Results of Due Diligence
. The RTPY Transaction Committee considered the scope of the due diligence investigation conducted by RTPY’s management team and outside advisors and evaluated the results thereof and information available to it related to Aurora, including:
 
   
extensive virtual meetings and calls with Aurora’s management team regarding its operations and projections and the proposed Business Combination;
 
   
in-person
visits to Aurora’s facilities; and
 
   
review of materials related to Aurora made available, including with respect to financial statements, material contracts, key metrics and performance indicators, benefit plans, intellectual property matters, labor matters, information technology, privacy and personal data, litigation information, environmental matters, export control matters and other regulatory matters and other legal, regulatory, business, technology, financial, accounting and tax diligence matters.
 
   
Terms of the Transaction Documents
. The RTPY Transaction Committee reviewed and considered the terms of the Merger Agreement and the other related agreements, including the parties’ conditions to their respective obligations to complete the transactions contemplated therein and their ability to terminate the Merger Agreement. See “—
The Merger Agreement
” and “—
Related Agreements
” for detailed discussions of the terms and conditions of these agreements.
 
   
Opinion of the RTPY Transaction Committee’s Financial Advisor
.
The RTPY Transaction Committee took into account the financial analysis reviewed by Houlihan Lokey with the RTPY Transaction Committee as well as the oral opinion of Houlihan Lokey rendered to the RTPY Transaction Committee on July 14, 2021 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the RTPY Transaction Committee dated July 14, 2021), as to the fairness, from a financial point of view, to RTPY of the Aggregate Merger Consideration to be issued by RTPY in the Merger pursuant to the Merger Agreement, which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described below under the caption “—
Opinion of Houlihan Lokey
.”
 
   
The Role of the Independent Directors
. In connection with the Business Combination, the independent directors on the RTPY Transaction Committee evaluated the proposed terms of the Business Combination, including the Merger Agreement and the related agreements, and unanimously voted to approve the Merger Agreement and the related agreement and the transactions contemplated thereby, including the Business Combination.

 
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The RTPY Transaction Committee also identified and considered the following factors and risks weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:
 
   
Potential Inability to Complete the Merger
. The RTPY Transaction Committee considered the possibility that the Business Combination may not be completed and the potential adverse consequences to RTPY if the Business Combination is not completed, in particular the expenditure of time and resources in pursuit of the Business Combination and the loss of the opportunity to participate in the transaction. They considered the uncertainty related to the Closing primarily outside of the control of the parties to the transaction, including the need for antitrust approval. Moreover, if RTPY does not obtain shareholder approval at the extraordinary general meeting, RTPY is obligated to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of (x) such shareholder approval being obtained and (y) January 5, 2022, which is three business days prior to January 10, 2022, the date on which the Merger Agreement may be terminated if RTPY has not completed a business combination (under the Merger Agreement, the extraordinary general meeting shall not be held later than three business days prior to such date). This could limit RTPY’s ability to seek an alternative business combination that RTPY shareholders may prefer after such initial vote. The Merger Agreement also includes an exclusivity provision that prohibits RTPY from soliciting other initial business combination proposals, which restricts RTPY’s ability to consider other potential initial business combinations until the earlier of the termination of the Merger Agreement or the consummation of the Business Combination.
In addition, the RTPY Transaction Committee considered the risk that the current public shareholders of RTPY would redeem their public shares for cash in connection with consummation of the Business Combination, thereby reducing the amount of cash available to Aurora following the consummation of the Business Combination and potentially requiring Aurora to waive the condition under the Merger Agreement requiring that the funds in the trust account (after giving effect to redemptions and the payment of deferred underwriting commissions or transaction expenses of RTPY or Aurora), together with the PIPE Investment Amount, is equal to or exceeds $1.5 billion, in order for the Business Combination to be consummated. As of March 31, 2021, without giving effect to any future redemptions that may occur, the trust account had approximately $977,508,835, invested in U.S. Treasury securities and money market funds that invest in U.S. government securities.
 
   
Aurora Innovation’s Business Risks
. The RTPY Transaction Committee considered that RTPY shareholders would be subject to the execution risks associated with Aurora Innovation if they retained their public shares following the Closing, which were different from the risks related to holding public shares of RTPY prior to the Closing. In this regard, the RTPY Transaction Committee considered that there were risks associated with successful implementation of Aurora Innovation’s long term business plan and strategy and Aurora Innovation realizing the anticipated benefits of the Business Combination on the timeline expected or at all, including due to factors outside of the parties’ control, such as new regulatory requirements or changes to existing regulatory requirements in the automotive industry and the potential negative impact of the
COVID-19
pandemic and related macroeconomic uncertainty. As noted above, Aurora’s service is not yet commercialized, RTPY has identified numerous challenges throughout its diligence in order for such service to be commercialized, and there is no guarantee that Aurora’s service will be commercialized. In addition, Aurora has incurred net losses from operations since inception. The RTPY Transaction Committee considered that the failure of any of these activities to be completed successfully may decrease the actual benefits of the Business Combination and that RTPY shareholders may not fully realize these benefits to the extent that they expected to retain the public shares following the completion of the Business Combination. For an additional description of these risks, please see “
Risk Factors
.”
 
   
Post-Business Combination Corporate Governance
. The RTPY Transaction Committee considered the corporate governance provisions of the Merger Agreement, the Sponsor Agreement and the Proposed Organizational Documents and the effect of those provisions on the governance of Aurora

 
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Innovation following the Closing. In particular, the RTPY Transaction Committee considered the issuance of the Aurora Innovation Class B common stock, which will be entitled to cast ten votes per share on each matter properly submitted to the Aurora Innovation stockholders entitled to vote, and the impact on the future governance of Aurora Innovation. Given that the existing stockholders of Aurora will collectively control shares representing a majority of Aurora Innovation’s outstanding shares of common stock upon completion of the Business Combination, and that the Aurora Innovation Board will be classified following the Closing pursuant to the terms of the Proposed Organizational Documents, the existing stockholders of Aurora may be able to elect future directors and make other decisions (including approving certain transactions involving Aurora Innovation and other corporate actions) without the consent or approval of any of RTPY’s current shareholders, directors or management team. See the section entitled “Organizational Documents Proposals” for detailed discussions of the terms and conditions of the Proposed Organizational Documents. In addition, the Sponsor will have the right to designate a Class III director to the Aurora Innovation Board for the first and second terms of the Class III directors. The RTPY Transaction Committee was aware that such right is not generally available to shareholders of RTPY, including shareholders that may hold a large number of shares. See “—Related Agreements” for detailed discussions of the terms and conditions of the Sponsor Agreement.
 
   
Limitations of Review
. RTPY’s management and RTPY’s outside advisors and legal counsel reviewed only certain materials in connection with their due diligence review of Aurora and its business. Accordingly, the RTPY Transaction Committee considered that RTPY may not have properly valued such business.
 
   
No Survival of Remedies for Breach of Representations, Warranties or Covenants of Aurora
. The RTPY Transaction Committee considered that the terms of the Merger Agreement provide that RTPY will not have any surviving remedies against Aurora after the Closing to recover for losses as a result of any inaccuracies or breaches of the Aurora representations, warranties or covenants set forth in the Merger Agreement. As a result, RTPY shareholders could be adversely affected by, among other things, a decrease in the financial performance or worsening of financial condition of Aurora prior to the Closing, whether determined before or after the Closing, without any ability to reduce the number of shares to be issued in the Business Combination or recover for the amount of any damages. The RTPY Transaction Committee determined that this structure was appropriate and customary in light of the fact that several similar transactions include similar terms and the current stockholders of Aurora will be the majority stockholders in Aurora Innovation.
 
   
Litigation
. The RTPY Transaction Committee considered the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could enjoin consummation of the Business Combination.
 
   
Fees and Expenses
. The RTPY Transaction Committee considered the fees and expenses associated with completing the Business Combination.
 
   
Diversion of Management
. The RTPY Transaction Committee considered the potential for diversion of management and employee attention during the period prior to the completion of the Business Combination, and the potential negative effects on Aurora’s business.
In addition to considering the factors described above, the RTPY Transaction Committee also considered other factors, including, without limitation:
 
   
Interests of RTPY’s Directors and Executive Officers
. The RTPY Transaction Committee considered the potential additional or different interests of RTPY’s directors and executive officers, as described in the section entitled “—
Interests of RTPY’s Directors and Executive Officers in the Business Combination
.” However, the RTPY Transaction Committee concluded that the potentially

 
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disparate interests would be mitigated because (i) certain of these interests were disclosed in the prospectus for RTPY’s initial public offering and are included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination by RTPY with any other target business or businesses, (iii) a significant portion of the consideration to RTPY’s directors and executive officers was structured to be realized based on the future performance of the Aurora Innovation common stock. In addition, and (iv) actions have been taken to mitigate the potentially disparate interests, including the formation of the RTPY Transaction Committee, the engagement of independent financial advisors and the delivery of the fairness opinion. The RTPY Transaction Committee Independent Directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving the Merger Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.
 
   
Roles of Goldman Sachs and Houlihan Lokey
. The RTPY Transaction Committee considered the fact that Goldman Sachs would be paid pursuant to its engagement letters with RTPY in its roles as financial advisor to RTPY in connection with the Business Combination and as placement agent in connection with the PIPE Investment, and the fact that Houlihan Lokey would be paid pursuant to its engagement letter with the RTPY Transaction Committee in its role as financial advisor to the RTPY Transaction Committee in connection with the Business Combination.
 
   
Other Risk Factors
. The RTPY Transaction Committee considered various other risk factors associated with the business of Aurora or the Business Combination, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.
For a more complete description of the RTPY Transaction Committee’s reasons for approving the Business Combination, including other factors and risks considered by the RTPY Transaction Committee, see the section entitled “
BCA Proposal—The RTPY Transaction Committee’s Reasons for the Business Combination
.”
Opinion of Houlihan Lokey
On July 14, 2021, Houlihan Lokey, orally rendered its opinion to the RTPY Transaction Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the RTPY Transaction Committee dated July 14, 2021), as to the fairness, from a financial point of view, to RTPY of the Aggregate Merger Consideration to be issued by RTPY in the Merger pursuant to the Merger Agreement.
Houlihan Lokey’s opinion was directed to the RTPY Transaction Committee (in its capacity as such) and only addressed the fairness, from a financial point of view, to RTPY of the Aggregate Merger Consideration to be issued by RTPY in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex K to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to the RTPY Transaction Committee, the RTPY Board, any security holder or any other person as to how to act or vote or make any election with respect to any matter relating to the Merger or otherwise, including, without limitation, whether holders of RTPY Class A ordinary shares should redeem their shares or whether any party should participate in the PIPE Investment.
 
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Organizational Structure
The diagram below depicts a simplified version of the current organization structure of RTPY and Aurora and the organizational structure of Aurora Innovation immediately following the completion of the Business Combination.
 
 
Ownership of Aurora Innovation following Business Combination
As of the date of this proxy statement/prospectus, there are 122,187,500 ordinary shares issued and outstanding (including shares underlying the RTPY units), which includes 24,437,500 RTPY Founder Shares held by the Sponsor and the independent directors of RTPY and 97,750,000 public shares. As of the date of this proxy statement/prospectus, there is an aggregate of 21,118,750 warrants issued and outstanding (including warrants underlying the RTPY units), which includes the 8,900,000 private placement warrants held by the Sponsor and 12,218,750 public warrants. Each whole warrant entitles the holder thereof to purchase one RTPY Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of Aurora Innovation Class A common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the RTPY fully diluted share capital would be 143,306,250.
It is anticipated that, immediately following the Merger and related transactions, (1) existing public shareholders of RTPY will own approximately 7.3% of outstanding Aurora Innovation common stock and have approximately 1.7% of the voting power, (2) existing stockholders of Aurora will own approximately 87.3% of outstanding Aurora Innovation common stock (inclusive of shares purchased by the Aurora PIPE Investors in the
 
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PIPE Investment) and have approximately 97.0% of the voting power, (3) the Aurora Founders will own approximately 18.4% of outstanding Aurora Innovation common stock and have approximately 43.0% of the total voting power, (4) the Sponsor and related parties and the current independent directors of RTPY will collectively own 2.4% of outstanding Aurora Innovation common stock (inclusive of shares purchased by the Sponsor Related PIPE Investor in the PIPE Investment) and have approximately 0.6% of the voting power (assuming no RTPY Class B ordinary shares held by the Sponsor were forfeited and the 24,317,500 shares of Aurora Innovation common stock converted from RTPY Class B ordinary shares held by the Sponsor were fully vested), and (5) the Third Party PIPE Investors will own approximately 3.0% of outstanding Aurora Innovation common stock and have approximately 0.7% of the voting power. These percentages assume (i) that no public shareholders of RTPY exercise their redemption rights in connection with the Merger, (ii) that Aurora Innovation issues, in respect of Aurora Awards outstanding as of immediately prior to the effective time of the Merger, an aggregate of 125,768,853 shares of Aurora Innovation Class A common stock and (iii) that Aurora Innovation issues 100,000,000 shares of Aurora Innovation Class A common stock to the PIPE Investors pursuant to the PIPE Investment. The Third Party PIPE Investors have agreed to purchase 40,150,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $401,500,000 of gross proceeds. The Sponsor Related PIPE Investor has agreed to purchase 7,500,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $75,000,000 of gross proceeds. The Aurora PIPE Investors have agreed to purchase 52,350,000 shares of Aurora Innovation Class A common stock, at $10.00 per share, for approximately $523,500,000 of gross proceeds. If the actual facts are different from these assumptions, the percentage ownership and voting power retained by RTPY’s existing shareholders in Aurora Innovation will be different.
The following table illustrates varying ownership levels in RTPY before, and Aurora Innovation immediately following, the consummation of the Business Combination based on the assumptions above.
 
    Share Ownership and Voting Power  
   
Pre-Business
Combination
(RTPY)
    Post-Business Combination     Post-Business Combination  
   
 
    No Redemption
(Aurora Innovation)
    Maximum Redemption
(1)(4)

(Aurora Innovation)
 
    Number of
Shares
    Percentage
of
Outstanding
Shares
    Percentage
of
Voting
Power
    Number of
Shares
    Percentage
of
Outstanding
Shares
    Percentage
of
Voting
Power
    Number of
Shares
    Percentage
of
Outstanding
Shares
    Percentage
of
Voting
Power
 
Aurora Stockholders
(2)
    —         —         —         1,164,819,938       87.3     97.0     1,164,819,938       90.6     97.9
RTPY’s public shareholders
    97,750,000       80.0     80.0     97,750,000       7.3     1.7     58,057,172       4.5     1.0
Sponsor, Sponsor Related PIPE Investor and RTPY independent directors
(3)
    24,437,500       20.0     20.0     31,937,500       2.4     0.6     22,767,047       1.8     0.4
Third Party PIPE Investors
    —         —         —         40,150,000       3.0     0.7     40,150,000       3.1     0.7
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
    122,187,500       100.0     100.0     1,334,657,438       100.0     100.0     1,285,794,157       100.0     100.0
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
(1)
Assumes additional redemptions of 39.7 million Class A ordinary shares of RTPY in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of June 30, 2021.
(2)
Includes (a) 986,701,085 shares expected to be issued to existing Aurora common and preferred shareholders, (b) 88,126,770 shares reserved for the potential future issuance of Aurora Innovation Class A common stock upon the exercise of Aurora Innovation Options, (c) 37,642,083 shares reserved for the potential future issuance of Aurora Innovation Class A common stock upon the settlement of Aurora Innovation RSU Awards, and (d) 52,350,000 shares subscribed for through the PIPE by existing Aurora Innovation investors.
(3)
Includes 24,317,500 shares held by the Sponsor (assuming such shares were fully vested), 7,500,000 shares subscribed for by the Sponsor Related PIPE Investor (included after the Business Combination only) and 120,000 shares held by the current independent

 
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  directors of RTPY. Under the Maximum Redemption Scenario, a portion of the Sponsor Shares are forfeited as a result of the redemption of more than 22.5% of the outstanding RTPY Class A ordinary shares. 75% of the Sponsor Shares are subject to a vesting schedule with 25% vesting in each of the three tranches when the VWAP of the Aurora Innovation common stock is greater than $15.00, $17.50 and $20.00, respectively, for any 20 trading days within a period of 30 trading days. After 10 years following the Closing, the Sponsor agrees to forfeit any such Sponsor Shares which have not yet vested.
(4)
Share ownership and voting power presented under the Maximum Redemption Scenario in the table above is only presented for illustrative purposes. RTPY cannot predict how many of its public shareholders will exercise their right to have their public shares redeemed for cash. As a result, the redemption amount and the number of Class A ordinary shares of RTPY redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages and voting power of current RTPY and Aurora Stockholders may also differ from the presentation above if the actual redemptions are different from these assumptions. See “
Risk Factors—
Risks Related to the Business Combination and RTPY—The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete the Business Combination, have sufficient cash available to fund Aurora Innovation’s business or optimize the capital structure of Aurora Innovation.”
RTPY’s public shareholders would hold approximately 6.6%, 5.9%, and 5.2% of outstanding shares of Aurora Innovation, assuming approximately 9.9 million, 19.8 million and 29.8 million Class A ordinary shares of RTPY were redeemed by RTPY’s public shareholders in connection with the Business Combination, respectively. The number of shares redeemed under these interim levels of redemptions represent redemptions equaling 25.0%, 50.0% and 75.0% of the shares assumed to be redeemed under the Maximum Redemption Scenario.
Under the same interim levels of redemptions, Aurora Stockholders would hold approximately 88.0%, 88.6%, and 89.8% of outstanding shares of Aurora Innovation while Sponsor, Sponsor Related PIPE Investor and RTPY independent directors would hold approximately 2.4%, 2.4%, and 1.9% of outstanding shares of Aurora Innovation.
Under each of these interim levels of redemptions, Aurora Stockholders would hold more than 97.0% of the voting power in Aurora Innovation immediately following the consummation of the Business Combination. This is partly due to the dual class voting structure of Aurora Innovation common stock, which will have the effect of concentrating voting power with the Aurora Stockholders.
The level of redemption also impacts the effective deferred underwriting fee per share incurred in connection with RTPY’s initial public offering and payable upon the completion of the Business Combination. RTPY incurred $34,212,500 in deferred underwriting fees, $26,500,000 of which, pursuant to an arrangement between RTPY and Morgan Stanley (in its role as solebookrunning manager), would be available to pay third party financial advisors of RTPY if RTPY completed an initial business combination with Aurora. RTPY will pay Goldman Sachs, pursuant to its engagement letters with RTPY in its roles as financial advisor to RTPY in connection with the Business Combination and as placement agent in connection with the PIPE Investment, and Houlihan Lokey, pursuant to its engagement letter with the RTPY Transaction Committee in its role as financial advisor to the RTPY Transaction Committee in connection with the Business Combination, total fees of $26,500,000 for their professional services. In a no redemption scenario, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.35 per share on a pro forma basis (or 3.5% of the value of shares assuming a trading price of $10.00 per share). In a low redemption scenario in which 9.9 million shares of RTPY Class A ordinary shares, or 25% of the shares assumed to be redeemed under the Maximum Redemption Scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.39 per share on a pro forma basis (or 3.9% of the value of shares assuming a trading price of $10.00 per share). In a medium redemption scenario in which 19.8 million shares of RTPY Class A ordinary shares, or 50% of the shares assumed to be redeemed under the Maximum Redemption Scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.44 per share on a pro forma basis (or 4.4% of the value of shares assuming a trading price of $10.00 per share). In a high redemption scenario in which 29.8 million shares of RTPY Class A ordinary shares, or 75% of the shares assumed to be redeemed under the Maximum Redemption Scenario, are redeemed in connection with the Business Combination, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.50 per share on a pro forma basis (or 5.0% of the value of shares assuming a trading price of $10.00 per share). In the Maximum Redemption Scenario, the effective deferred underwriting fee (inclusive of fees to be paid to financial advisors) would be approximately $0.59 per share on a pro forma basis (or 5.9% of the value of shares assuming a trading price of $10.00 per share).
Date, Time and Place of Extraordinary General Meeting of RTPY’s Shareholders
The extraordinary general meeting of the shareholders of RTPY will be held at                 , Eastern Time, on                 , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at 525 University Ave, Palo Alto, CA 94301, or virtually via live webcast at https://www.cstproxy.com/reinventtechnologypartnersy/2021, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, any of the Condition Precedent Proposals have not been approved.
 
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You will be permitted to attend the extraordinary general meeting in person at the offices of Skadden, Arps, Slate, Meagher & Flom LLP only to the extent consistent with, or permitted by, applicable law and directives of public health authorities. Based on current guidance, we do not anticipate being able to accommodate shareholders who wish to attend in person, and we strongly urge you to attend the extraordinary general meeting virtually.
Voting Power; Record Date
RTPY shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on                 , 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. RTPY warrants do not have voting rights in the extraordinary general meeting. As of the close of business on the record date, there were                 ordinary shares issued and outstanding, of which were                 issued and outstanding public shares.
Quorum and Vote of RTPY Shareholders
A quorum of RTPY shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. A broker
non-vote
will not be counted towards the quorum requirement, as we believe all proposals presented to the shareholders will be considered
non-discretionary,
nor will be counted as a vote cast at the extraordinary general meeting. As of the record date for the extraordinary general meeting,                 ordinary shares would be required to achieve a quorum.
The Sponsor and RTPY’s independent directors have agreed to vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor and RTPY’s independent directors collectively own 20.0% of the issued and outstanding ordinary shares.
The proposals presented at the extraordinary general meeting require the following votes:
 
   
BCA Proposal:
The approval of the BCA Proposal requires an ordinary resolution under the Cayman Constitutional Documents, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
   
Domestication Proposal
:
The approval of the Domestication Proposal requires a special resolution under the Cayman Constitutional Documents and Cayman Islands Companies Act, being the affirmative vote of holders of a majority of at least
two-thirds
of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
   
Organizational Documents Proposals:
The separate approval of each of the Organizational Documents Proposals requires a special resolution under the Cayman Constitutional Documents and the Cayman Islands Companies Act, being the affirmative vote of holders of a majority of at least
two-thirds
of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.

 
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Director Election Proposal:
The approval of the Director Election Proposal requires an ordinary resolution of the holders of the RTPY Class B ordinary shares under the Cayman Constitutional Documents, being the affirmative vote of the holders of a majority of the RTPY Class B ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
   
Stock Issuance Proposal:
The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
   
Incentive Award Plan Proposal:
The approval of the Incentive Award Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
 
   
Adjournment Proposal:
The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the ordinary shares who, being present in person or by proxy and entitled to vote thereon, vote at the extraordinary general meeting.
Redemption Rights
Pursuant to the Cayman Constitutional Documents, a public shareholder may request that RTPY redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:
 
   
(a) hold public shares or (b) if you hold public shares through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;
 
   
submit a written request to Continental Stock Transfer & Trust Company (“Continental”), RTPY’s transfer agent, that Aurora Innovation redeem all or a portion of your public shares for cash; and
 
   
deliver your share certificates (if any) and other redemption forms (as applicable) to Continental, RTPY’s transfer agent, physically or electronically through DTC.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.
Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, RTPY’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal.
If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely tenders its shares to Continental, RTPY’s transfer agent, Aurora Innovation will
redeem such public shares for a
per-share
price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative
 
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purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of Aurora Innovation Class A common stock that will be redeemed immediately after consummation of the Business Combination. See “
Extraordinary General Meeting of RTPY—Redemption Rights
” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.
Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.
Holders of the warrants will not have redemption rights with respect to the warrants.
Appraisal Rights
Neither RTPY shareholders nor RTPY warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. RTPY has engaged Morrow Sodali LLC to assist in the solicitation of proxies.