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Filed pursuant to Rule 424(b)(3)
Registration No. 333-257912

 

PROXY STATEMENT FOR

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

REINVENT TECHNOLOGY PARTNERS Y

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR

744,172,908 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 627,919,528 shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and an aggregate of 484,548,115 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


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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 “AUROW,” 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 “Risk Factors 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 October 8, 2021,

and is first being mailed to RTPY’s shareholders on or about October 12, 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 12:00 p.m. Eastern Time on November 2, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, 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 One Manhattan West, New York, NY 10001. 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 September 30, 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 627,919,528 shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and an aggregate of 484,548,115 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 June 30, 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 ProposalInterests 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,

/s/ Michael Thompson

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 October 8, 2021 and is first being mailed to shareholders on or about October 12, 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 November 2, 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 12:00 p.m., Eastern Time, on November 2, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, 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 September 30, 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 ProposalInterests 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 October 29, 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 June 30, 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, October 8, 2021

/s/ Michael Thompson

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

     iii  

TRADEMARKS

     iii  

MARKET AND INDUSTRY DATA

     iii  

SELECTED DEFINITIONS

     iii  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     ix  

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF RTPY

     xii  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     1  

COMPARATIVE PER SHARE DATA

     26  

MARKET PRICE AND DIVIDEND INFORMATION

     28  

RISK FACTORS

     29  

EXTRAORDINARY GENERAL MEETING OF RTPY

     81  

BCA PROPOSAL

     89  

DOMESTICATION PROPOSAL

     149  

ORGANIZATIONAL DOCUMENTS PROPOSALS

     152  

ORGANIZATIONAL DOCUMENTS PROPOSAL A—APPROVAL OF AUTHORIZATION OF CHANGE TO AUTHORIZED CAPITAL STOCK, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

     155  

ORGANIZATIONAL DOCUMENTS PROPOSAL B—APPROVAL OF PROPOSAL REGARDING ISSUANCE OF PREFERRED STOCK OF AURORA INNOVATION AT THE AURORA INNOVATION BOARD’S SOLE DISCRETION, AS SET FORTH IN THE PROPOSED ORGANIZATIONAL DOCUMENTS

     157  

ORGANIZATIONAL DOCUMENTS PROPOSAL C—APPROVAL OF PROPOSAL REGARDING ESTABLISHMENT OF A CLASSIFIED BOARD OF DIRECTORS

     158  

ORGANIZATIONAL DOCUMENTS PROPOSAL D—APPROVAL OF PROPOSAL REGARDING ADOPTION OF DELAWARE AS THE EXCLUSIVE FORUM FOR CERTAIN STOCKHOLDER LITIGATION

     160  

ORGANIZATIONAL DOCUMENTS PROPOSAL E—APPROVAL OF PROPOSAL ESTABLISHING DUAL CLASS STOCK

     162  

ORGANIZATIONAL DOCUMENTS PROPOSAL F—APPROVAL OF OTHER CHANGES IN CONNECTION WITH ADOPTION OF THE PROPOSED ORGANIZATIONAL DOCUMENTS

     164  

DIRECTOR ELECTION PROPOSAL

     167  

STOCK ISSUANCE PROPOSAL

     169  

INCENTIVE AWARD PLAN PROPOSAL

     171  

ADJOURNMENT PROPOSAL

     180  

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     181  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     192  

INFORMATION ABOUT RTPY

     213  

RTPY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     224  

INFORMATION ABOUT AURORA

     230  

AURORA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     250  

MANAGEMENT OF AURORA INNOVATION FOLLOWING THE BUSINESS COMBINATION

     264  

EXECUTIVE COMPENSATION

     271  

BENEFICIAL OWNERSHIP OF SECURITIES

     282  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     287  

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

     295  

DESCRIPTION OF AURORA INNOVATION SECURITIES

     298  

SECURITIES ACT RESTRICTIONS ON RESALE OF AURORA INNOVATION SECURITIES

     307  

STOCKHOLDER PROPOSALS AND NOMINATIONS

     308  

 

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SHAREHOLDER COMMUNICATIONS

     309  

LEGAL MATTERS

     309  

EXPERTS

     309  

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

     309  

ENFORCEABILITY OF CIVIL LIABILITY

     310  

WHERE YOU CAN FIND MORE INFORMATION

     310  

INDEX TO FINANCIAL STATEMENTS

     F-1  
ANNEX A: THE MERGER AGREEMENT      A-1  
ANNEX B: SPONSOR SUPPORT AGREEMENT      B-1  
ANNEX C: FORM OF PROPOSED CERTIFICATE OF INCORPORATION      C-1  
ANNEX D: FORM OF PROPOSED BYLAWS      D-1  
ANNEX E: AURORA INNOVATION, INC. 2021 EQUITY INCENTIVE PLAN      E-1  
ANNEX F: SPONSOR AGREEMENT      F-1  
ANNEX G: FORM OF SUBSCRIPTION AGREEMENT      G-1  
ANNEX H: FORM OF REGISTRATION RIGHTS AGREEMENT      H-1  
ANNEX I: FORM OF LOCK-UP AGREEMENT      I-1  
ANNEX J: FORM OF COMPANY HOLDERS SUPPORT AGREEMENT      J-1  
ANNEX K: OPINION OF HOULIHAN LOKEY CAPITAL, INC.      K-1  
ANNEX L: CAYMAN CONSTITUTIONAL DOCUMENTS      L-1  

 

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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 November 2, 2021, you must request the information no later than October 15, 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 12:00 p.m., Eastern Time on November 2, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, 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 October 15, 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 June 30, 2021, without giving effect to any future redemptions that may occur, the trust account had approximately $977,543,775, 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 627,919,528 shares of Aurora Innovation Class A common stock (at a deemed value of $10.00 per share) and 484,548,115 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 507,955,098 (and a resulting Exchange Ratio of approximately 2.1655) and (iii) a market price of RTPY ordinary shares of $9.93 per share (based on the closing price of RTPY ordinary shares on Nasdaq on October 4, 2021), if the Closing had occurred on October 4, 2021, then, giving effect to the Domestication, each share of Aurora capital stock would have been cancelled and converted into the right to receive 1,112,467,643 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 $970.66 million based upon the closing price of $9.93 per share on Nasdaq on October 4, 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 $17.72 million (including approximately $7.19 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 $1.45 per warrant on Nasdaq on October 4, 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 $988.37 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 $241.47 million based upon the closing price of $9.93 per share on Nasdaq on October 4, 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 $1.19 million based upon the closing price of $9.93 per share on Nasdaq on October 4, 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 $12.91 million based upon the closing price of $1.45 per warrant on Nasdaq on October 4, 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 $74.48 million based upon the closing price of $9.93 per share on Nasdaq on October 4, 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 $328.85 million, of which approximately $241.47 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 125,751,140 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)

    —         —         —         1,164,817,643       87.3     97.0     1,164,817,643       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     1,334,655,143       100.0     100.0     1,285,791,862       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) 986,716,503 shares expected to be issued to existing Aurora common and preferred shareholders, (b) 88,125,731 shares reserved for the potential future issuance of Aurora Innovation Class A common stock upon the exercise of Aurora Innovation Options, (c) 37,625,409 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 October 4, 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 $10.10, $9.93 and $1.45, 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 October 4, 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 $9.93 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 October 29, 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 June 30, 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 October 29, 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 June 30, 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 12:00 p.m., Eastern Time, on November 2, 2021 at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001 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 October 15, 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 September 30, 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 122,187,500 ordinary shares issued and outstanding (including shares underlying the RTPY units), of which 97,750,000 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, 61,093,751 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 November 2, 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 October 29, 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 October 29, 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 June 30, 2021, funds in the trust account totaled $977,543,775. 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 June 30, 2021, without giving effect to any future redemptions that may occur, the trust account had approximately $977,543,775, 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.

 

 

LOGO

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 125,751,140 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)

    —         —         —         1,164,817,643       87.3     97.0     1,164,817,643       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     1,334,655,143       100.0     100.0     1,285,791,862       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) 986,716,503 shares expected to be issued to existing Aurora common and preferred shareholders, (b) 88,125,731 shares reserved for the potential future issuance of Aurora Innovation Class A common stock upon the exercise of Aurora Innovation Options, (c) 37,625,409 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 12:00 p.m., Eastern Time, on November 2, 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, 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 September 30, 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 122,187,500 ordinary shares issued and outstanding (including shares underlying the RTPY units), of which were 97,750,000 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, 61,093,751 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 October 29, 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 June 30, 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.

If a shareholder grants a proxy, it may still vote in person if it revokes its proxy before the extraordinary general meeting. A shareholder may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of RTPY—Revoking Your Proxy.”

Interests of RTPY’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the RTPY Transaction Committee in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and the RTPY Board and executive officers may have interests in the Business Combination that are different from, or in addition to, those of RTPY’s shareholders and warrant holders generally. The RTPY Board was aware of and considered these interests, among other matters, in approving the terms of the Business Combination and in recommending to RTPY’s shareholders that they vote to approve the Business Combination. See the section entitled “BCA Proposal—Interests of RTPY’s Directors and Executive Officers in the Business Combination” for a discussion of these considerations.

Interests of Aurora’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of the RTPY Transaction Committee in favor of approval of the BCA Proposal, you should keep in mind that Aurora’s directors and executive officers may have interests in the Business Combination that are different from, or in addition to, those of Aurora’s shareholders generally. See the section entitled “BCA Proposal—Interests of Aurora’s Directors and Executive Officers in the Business Combination” for a discussion of these considerations.


 

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Recommendation to Shareholders of RTPY

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 its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” the Stock Issuance Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election 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.

Sources and Uses of Funds for the Business Combination     

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination and (ii) that Aurora Innovation issues or, as applicable, reserves for issuance, in respect of Aurora Awards, an aggregate of 125,751,140 shares of Aurora Innovation Class A common stock. If the actual facts are different from these assumptions, the below figures will be different.

 

Sources

    

Uses

 
($ in millions)         

Rollover equity

   $ 11,000     

Rollover equity

   $ 11,000  

Cash and investments held in trust account

     978     

Cash to balance sheet

     1,878  

PIPE proceeds(1)

     1,000     

Estimated transaction costs(2)

     100  
  

 

 

       

 

 

 

Total sources

   $ 12,978     

Total uses

   $ 12,978  
  

 

 

       

 

 

 

 

(1)

Proceeds from the PIPE Investment will be at least $1.0 billion, subject to potential upsize.

(2)

Includes deferred underwriting commission of $34.2 million and estimated transaction expenses.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see “U.S. Federal Income Tax Considerations.”

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the Company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Aurora Innovation immediately following the Domestication will be the same as those of RTPY immediately prior to the Domestication.


 

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The Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in FASB Accounting Standards Codification Topic 805 Business Combinations (“ASC 805”), RTPY is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of Aurora issuing stock for the net assets of RTPY, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. The historical operations of Aurora Innovation presented prior to the Business Combination will be presented as those of Aurora in future reports of Aurora Innovation.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder, certain transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”), and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the parties’ respective Notification and Report Forms with the Antitrust Division and the FTC, unless early termination is granted. Under the terms of the Merger Agreement, on or before July 28, 2021, RTPY and Aurora will file the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC. The waiting period will expire at 11:59 pm (Eastern Time) thirty (30) calendar days thereafter.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Department of Justice or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. RTPY cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, RTPY cannot assure you as to its result.

None of RTPY nor Aurora are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

RTPY is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in RTPY’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not


 

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had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. RTPY has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, RTPY, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make it difficult or impossible to compare RTPY’s financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

RTPY will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of RTPY’s initial public offering, (b) in which RTPY has total annual gross revenue of at least $1.07 billion or (c) in which RTPY is deemed to be a large accelerated filer, which, in addition to certain other criteria, means the market value of RTPY’s common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter and (2) the date on which RTPY has issued more than $1 billion in non-convertible debt securities during the prior three-year period.

Risk Factors

In evaluating the proposals to be presented at the extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Aurora Innovation’s business and industry and the risks of the Business Combination are summarized below:

 

   

Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology, and if we cannot successfully overcome those challenges or do so on a timely basis, our ability to grow our business will be negatively impacted.

 

   

Aurora is an early stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.

 

   

Aurora’s limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

 

   

It is possible that our technology will have more limited performance or may take us longer to complete than is currently projected. This could materially and adversely affect our addressable markets, commercial competitiveness, and business prospects.

 

   

Aurora operates in a highly competitive market and some market participants have substantially greater resources. If one or more of our competitors commercialize their self-driving technology before we do, develop superior technology, or are perceived to have better technology, it could materially and adversely affect our business, prospects, financial condition and results of operations.

 

   

Our services and technology may not be accepted and adopted by the market at the pace we expect or at all.

 

   

We expect that our business model will become less capital intensive as we transition our business to our Driver as a Service model and if that transition is delayed or does not occur, we will require significant additional capital investment to run our business.


 

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It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model. This could significantly hinder our ability to generate a commercially viable product and adversely affect our business prospects.

 

   

We are highly dependent on the services of our senior management team and, specifically, our Chief Executive Officer, and if we are not successful in retaining our senior management team and, in particular, our Chief Executive Officer, and in attracting or retaining other highly qualified personnel, we may not be able to successfully implement our business strategy.

 

   

Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders.

 

   

We may experience difficulties in managing our growth and expanding our operations.

 

   

Our operating and financial results projections rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate.

 

   

As part of growing our business, we have in the past and may in the future make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, it could materially and adversely affect our business, prospects, financial condition and results of operations, and our stock price could decline.

 

   

Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business.

 

   

Our future insurance coverage may not be adequate to protect us from all business risks.

 

   

Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships.

 

   

Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals of our technology could have a material adverse effect on our business, financial condition and results of operation.

 

   

Despite the actions we are taking to defend and protect our intellectual property, we may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly.

 

   

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

 

   

The announcement of the proposed Business Combination could disrupt Aurora Innovation’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

 

   

The Aurora projected financial information considered by RTPY may not be realized, which may adversely affect the market price of Aurora Innovation common stock following the completion of the Business Combination.

 

   

The public shareholders will experience immediate dilution as a consequence of the issuance of Aurora Innovation common stock as consideration in the Business Combination and the PIPE Investment and due to future issuances pursuant to the 2021 Plan. Having a minority share position may reduce the influence that our current stockholders have on the management of Aurora Innovation.


 

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The dual class structure of Aurora Innovation common stock has the effect of concentrating voting control with the Aurora Founders. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.


 

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COMPARATIVE PER SHARE DATA

The following table sets forth summary historical comparative share information for RTPY and Aurora, respectively and unaudited pro forma condensed combined per share information of Aurora Innovation after giving effect to the Apparate acquisition, the Business Combination, the PIPE Investment and certain other events related to the Business Combination, in each case, presented under the two following scenarios:

 

   

Assuming No Redemption: This presentation assumes that no public shareholders of RTPY exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.

 

   

Assuming Maximum Redemption: This presentation assumes 40.6% of the public shares are redeemed for their pro rata share of the funds in the trust account. This scenario gives effect to RTPY’s public shareholders exercising their redemption rights with respect to a maximum of 39.7 million Class A ordinary shares subject to possible redemption, prior to the closing of the Business Combination at a redemption price of approximately $10.00 per share. The maximum redemption amount is derived on the basis that RTPY will be required to have a minimum of $1.5 billion in cash at closing of the Business Combination after giving effect to, among other things, payments to redeeming shareholders, payment of transaction expenses, and proceeds from the PIPE Investment. Based on the amount of $977.5 million in the trust account as of June 30, 2021 and taking into account the anticipated proceeds of $1.0 billion from the PIPE Investment, approximately 39.7 million shares of RTPY’s public shares may be redeemed and still enable RTPY to have sufficient cash to satisfy the $1.5 billion closing cash requirement in the Merger Agreement. 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) RTPY will have a minimum of $1.5 billion in cash comprising (A) the cash held in the trust account after giving effect to RTPY share redemptions and payment of any deferred underwriting commissions and transaction expenses of Aurora or RTPY and (B) the PIPE Investment Amount and (ii) the amount of redemption obligations to RTPY’s public shareholders shall not exceed $500.0 million. If either the minimum cash requirement or the maximum redemption condition is not met, then Aurora would not be obligated to consummate the Merger.

The pro forma book value information reflects the Merger as if it had occurred on June 30, 2021. The pro forma weighted average shares outstanding and net loss per share information reflect the Apparate acquisition, the Business combination, the PIPE Investment and certain other events related to the Business Combination as if they had occurred on January 1, 2020.

This information is only a summary and should be read in conjunction with the historical financial statements of each of RTPY and Aurora and related notes included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of each of RTPY and Aurora is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”


 

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The unaudited pro forma combined income (loss) per share information below does not purport to represent the income (loss) per share which would have occurred had RTPY and Aurora been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of each of RTPY and Aurora would have been had the companies been combined during the periods presented.

 

            Combined pro forma     Aurora equivalent pro forma  

(in thousands, except share and per share data)

  RTPY
(Historical)
    Aurora
(Historical)
    Assuming No
Redemption
    Assuming
Maximum
Redemption
    Assuming No
Redemption(4)
    Assuming
Maximum
Redemption(4)
 

As of and for the Six Months Ended June 30, 2021(1)

           

Book value per share(2),(3)

  $ 0.16     $ 1.53     $ 3.56     $ 3.40     $ 7.71     $ 7.36  

Weighted average shares outstanding of Class A ordinary shares—basic and diluted

    97,746,566            

Net loss per share—Class A, basic and diluted

  $ —            

Weighted average shares outstanding—Class B ordinary shares, basic and diluted

    23,099,102            

Net loss per share—Class B, basic and diluted

  $ (0.25          

Weighted averages shares outstanding—basic and diluted

      236,133,823          

Net loss per share—basic and diluted

    $ (1.57        

Weighted average shares outstanding—Aurora Innovation, Class A, basic and diluted

        704,726,322       662,740,880      

Net loss per share—Aurora Innovation, Class A, basic and diluted

      $ (0.27   $ (0.28   $ (0.58   $ (0.61

Weighted average shares outstanding—Aurora Innovation, Class B, basic and diluted

        484,548,115       484,548,115      

Net loss per share—Aurora Innovation, Class B, basic and diluted

      $ (0.27   $ (0.28   $ (0.58   $ (0.61

For the Year Ended December 31, 2020(1)

           

Weighted average shares outstanding of Class A ordinary shares—basic and diluted

    21,250,000            

Net loss per share of Class A ordinary shares—basic and diluted

  $ (0.00          

Weighted averages shares outstanding—basic and diluted

      124,743,865          

Net loss per share—basic and diluted

    $ (1.72        

Weighted average shares outstanding—Aurora Innovation, Class A, basic and diluted

        704,726,322       662,740,880      

Net loss per share—Aurora Innovation, Class A, basic and diluted

      $ (0.96   $ (0.99   $ (2.08   $ (2.14

Weighted average shares outstanding—Aurora Innovation, Class B, basic and diluted

        484,548,115       484,548,115      

Net loss per share—Aurora Innovation, Class B, basic and diluted

      $ (0.96   $ (0.99   $ (2.08   $ (2.14

 

(1)

No cash dividends were declared in the period presented.

(2)

Historical book value per share is calculated as (a) total permanent equity divided by (b) the total number of shares of RTPY and Aurora common stock outstanding, classified in permanent equity, as of June 30, 2021, respectively.

(3)

The pro forma book value per share is calculated as (a) the total equity under the respective redemption scenarios divided by (b) Aurora Innovation common shares outstanding under the respective redemption scenarios. The number of pro forma book value per share excludes approximately 18.2 million and 11.4 million Sponsor Shares, under the ‘no redemption’ and ‘maximum redemption’ scenarios, respectively, subject to price-based vesting conditions, as a result of the vesting conditions not having been met.

(4)

The equivalent per share data for Aurora is calculated by multiplying the combined pro forma per share data by the Exchange Ratio of approximately 2.1655 under both of the presented redemption scenarios.


 

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MARKET PRICE AND DIVIDEND INFORMATION

The RTPY units, RTPY Class A ordinary shares and RTPY warrants are currently listed on Nasdaq under the symbols “RTPYU,” “RTPY” AND “RTPYW,” respectively.

The most recent closing prices of the RTPY units, RTPY Class A ordinary shares and RTPY warrants as of July 14, 2021, the last trading day before announcement of the execution of the Merger Agreement, were $10.06, $9.85 and $1.77, respectively. As of September 30, 2021, the record date for the extraordinary general meeting, the most recent closing price for each RTPY unit, RTPY Class A ordinary share and RTPY warrant was $10.10, $9.93 and $1.50, respectively.

Holders of the units, public shares and public warrants should obtain current market quotations for their securities. The market price of RTPY’s securities could vary at any time before the Business Combination.

Holders

As of the date of this proxy statement/prospectus there were two holders of record of RTPY Class A ordinary shares, five holders of record of RTPY Class B ordinary shares, one holder of record of RTPY units and two holders of record of RTPY warrants. See “Beneficial Ownership of Securities”.

Dividend Policy

RTPY has not paid any cash dividends on its Class A ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the revenues and earnings, if any, capital requirements and general financial condition of Aurora Innovation subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Aurora Innovation Board. The RTPY Board is not currently contemplating and does not anticipate declaring stock dividends nor is it currently expected that the Aurora Innovation Board will declare any dividends in the foreseeable future. Further, the ability of Aurora Innovation to declare dividends may be limited by the terms of financing or other agreements entered into by Aurora Innovation or its subsidiaries from time to time.

Price Range of Aurora’s Securities

Historical market price information regarding Aurora is not provided because there is no public market for Aurora’s securities. For information regarding Aurora’s liquidity and capital resources, see “Aurora’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”.


 

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of Aurora and will also apply to the business and operations of Aurora Innovation following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and could materially and adversely affect the business, prospects, financial condition, results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Special Note Regarding Forward-Looking Statements.” RTPY or Aurora may face additional risks and uncertainties that are not presently known to RTPY or Aurora, or that RTPY or Aurora currently deems immaterial, which may also impair RTPY’s or Aurora’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Investing in Aurora Innovation common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this proxy statement/prospectus, before deciding to invest in Aurora Innovation common stock. Aurora Innovation’s business, financial condition, results of operations or prospects could be materially and adversely affected by any of these risks or uncertainties, as well as by risks or uncertainties not currently known to RTPY or Aurora, or that RTPY and Aurora do not currently believe are material. In that case, the trading price of Aurora Innovation common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Technology, Business Model and Industry

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Aurora and its subsidiaries prior to the consummation of the Business Combination, which will be the business of Aurora Innovation and its subsidiaries following the consummation of the Business Combination.

Self-driving technology is an emerging technology, and we face significant technical challenges to commercialize our technology. If we cannot successfully overcome those challenges or do so on a timely basis, our ability to grow our business will be negatively impacted.

Solving self-driving is one of the most difficult engineering challenges of our generation. The industry can be characterized by a significant number of technical and commercial challenges, including an expectation for better-than-a-human driving performance, large funding requirements, long vehicle development lead times, specialized skills and expertise requirements of personnel, inconsistent and evolving regulatory frameworks, a need to build public trust and brand image, and real world operation of an entirely new technology. If we are not able to overcome these challenges, our business, prospects, financial condition, and results of operations will be negatively impacted and our ability to create a viable business may not materialize at all.

Although we believe that our self-driving systems and supporting technology are promising, we cannot assure you that our technology will succeed commercially. The successful development of our self-driving systems and related technology involves many challenges and uncertainties, including:

 

   

achieving sufficiently safe self-driving system performance as determined by us, government & regulatory agencies, our partners, customers, and the general public;

 

   

finalizing self-driving system design, specification, and vehicle integration;

 

   

successfully completing system testing, validation, and safety approvals;

 

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obtaining additional approvals, licenses or certifications from regulatory agencies, if required, and maintaining current approvals, licenses or certifications;

 

   

receiving performance by third parties that supports our R&D and commercial activities;

 

   

preserving core intellectual property rights, while obtaining rights from third parties for intellectual property that may be critical to our R&D activities; and

 

   

continuing to fund and maintain our current technology development activities.

We are an early stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.

We have incurred net losses on an annual basis since our inception. We incurred a net loss of $188.6 million for the three-month period ended March 31, 2021 and net losses of $214.5 million and $94.1 million for the years ended December 31, 2020 and 2019, respectively. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin commercial operation of our self-driving technology, which may take longer than we currently expect or may never occur. Even if we successfully develop and sell our self-driving solutions, there can be no assurance that they will be commercially successful. We expect the rate at which we will incur losses to be substantially higher in future periods as we continue to scale our development and commercialize products. Because we will incur the costs and expenses from these efforts before we receive incremental revenues with respect thereto, our losses in future periods will be significant. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in revenues, which would further increase our losses.

Our limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter.

We began operations in 2017 and have been focused on developing self-driving technology ever since. This relatively limited operating history makes it difficult to evaluate our future prospects and the risks and challenges we may encounter. Risks and challenges we have faced or expect to face include our ability to:

 

   

design, develop, test, and validate our self-driving technology for commercial applications;

 

   

produce and deliver our technology at an acceptable level of safety and performance;

 

   

properly price our products and services;

 

   

plan for and manage capital expenditures for our current and future products;

 

   

hire, integrate and retain talented people at all levels of our organization;

 

   

forecast our revenue, budget for and manage our expenses;

 

   

attract new partners and retain existing partners;

 

   

navigate an evolving and complex regulatory environment;

 

   

manage our supply chain and supplier relationships related to our current and future products;

 

   

anticipate and respond to macroeconomic changes and changes in the markets in which we operate;

 

   

maintain and enhance the value of our reputation and brand;

 

   

effectively manage our growth and business operations, including the impacts of unforeseen market changes on our business;

 

   

develop and protect intellectual property; and

 

   

successfully develop new solutions, features, and applications to enhance the experience of partners and end-customers.

 

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If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above, as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations could be adversely affected. Further, because we have limited historical financial data and operate in a rapidly evolving market, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more predictable market. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations and our business, financial condition and results of operations could be adversely affected.

It is possible that our technology will have more limited performance or may take us longer to complete than is currently projected. This would adversely impact our addressable markets, commercial competitiveness, and business prospects.

Our products and self-driving system are technical and complex, and commercial application requires that we meet very high standards for technology performance and system safety. We may be unable to timely release new products that meet our intended commercial use cases, and we may therefore experience more limited monetization of our technology. These risks are particularly relevant for factors such as our self-driving system’s operational domain (i.e., the conditions under which our system is designed to operate), which includes variables such as traversable road networks, speeds, and weather patterns. It is possible that there may be additional limitations in our operating capabilities depending upon a number of factors, including, for example, vehicle type (e.g. car, truck) and actor density (e.g. pedestrians, cyclists). If that is the case, we may be more restricted in our addressable market opportunities.

Commercial deployment has taken longer in the self-driving industry than anticipated, and it may take us more time to complete our own technology development and commercialization than is currently projected. The achievement of broadly applicable self-driving technology will require further technology improvements including, for example, handling non-compliant or unexpected actor behavior and inclement weather conditions. These improvements may take us longer than expected which would increase our capital requirements for technology development, delay our timeline to commercialization, and reduce the potential financial returns that may be expected from the business.

We operate in a highly competitive market and some market participants have substantially greater resources. If one or more of our competitors commercialize their self-driving technology before we do, develop superior technology, or are perceived to have better technology, our business prospects and financial performance would be adversely affected.

The market for self-driving technology is highly competitive and can be characterized by rapid technological change. Our future success will depend on our ability to develop and commercialize in a timely manner in order to stay ahead of existing and new competitors. Several companies, including, but not limited to, Waymo, GM Cruise, TuSimple, Tesla, Zoox/Amazon, Argo AI, Apple, Motional, Pony.ai, Intel Mobileye, Nuro, and Embark are investing heavily in building this technology. These companies compete with us directly by offering self-driving technology for the same or similar use cases. If our competitors, including those previously mentioned, commercialize their technology before we do, develop superior technology, or are perceived to have better technology, they may capture market opportunities and establish relationships with customers and partners that might otherwise have been available to us.

Material commercialization of self-driving technology first involves pilot deployments and some of our competitors are operating such pilots. Other competitors may initiate similar deployments in various use cases or geographies earlier than we will. Several of these competitors have substantial financial, marketing, R&D, and other resources. In the event that one or many of these competitors broadly commercializes their technology before we do, our business prospects and financial performance would be adversely impacted.

 

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Our services and technology may not be accepted and adopted by the market at the pace we expect or at all.

Self-driving technology is still nascent and is neither generally understood nor universally accepted. We are at risk of adverse publicity that stems from any public incident involving self-driving vehicles (whether involving Aurora or a competitor), which could result in decreased end-customer demand for our technology. Part of our commercialization plan includes public awareness and education campaigns, but this guarantees neither public nor customer acceptance of our services. If we cannot gain sufficient trust in our technology, we will be unable to commercialize as intended. We may also experience adverse publicity that argues self-driving technology is replacing human jobs and disrupting the economy. Such media attention could cause current and future partners to terminate their business with us, which would significantly impact our ability to make future sales.

Further, as the market for self-driving cars develops, the differences in the approaches of Aurora and others will become more widely known to suppliers, insurers, regulators and others. Until these distinctions are known and appreciated, the actions of a single market participant may be imputed to the self-driving industry as a whole. As such, as a result of an action or inaction by a third-party, it is possible that suppliers, insurers, regulators and others may refuse or cease to interact with or conduct business with the self-driving industry as a whole, including Aurora.

If the market does not accept and adopt our services and technology at the pace we expect or at all, it could materially and adversely affect our business, prospects, financial condition and results of operations.

We expect that our business model will become less capital intensive as we transition our business to our Driver as a Service model and if that transition is delayed or does not occur, we will require significant additional capital investment to run our business.

Our business plan envisions a two-phase process for ownership and operation of Aurora-powered self-driving vehicles. Early in our commercialization, we intend to own or lease and operate a limited fleet and will invest in self-driving system hardware, base vehicles, and commercial facilities (such as freight terminals). We believe this firsthand experience will help us to harden our operational processes, service level agreements, and enable a more effective transition to working with external partners on operational activities. After this initial period of Aurora Innovation ownership and operation, we expect to transition to a Driver as a Service business model. Under this model, one or more third-party partners would own and operate Aurora-powered vehicles and would also manage activities such as financing, maintenance, cleaning, and fleet facilities.

Since it is more capital-intensive for us to own or lease and operate our own fleet of vehicles, any delay in the transition to the Driver as a Service model will require additional investments of capital and could mean we may not be able to reach scale as quickly as projected. In addition, it is possible that we may be required to fund and operate commercial facilities as part of our product offering, as opposed to partnering with third parties. Although we believe, based on partner discussions, that such a transition will be possible in our intended timeframes, there is no guarantee that third parties will be able or willing to own and operate Aurora-powered vehicles as soon or ramp as quickly as expected at desirable commercial terms. Similarly, we expect to partner with other third parties who will own and operate terminal facilities, but we may determine that we will need to own or operate more of these facilities ourselves. Such difficulties could have adverse impacts on our business, prospects, financial condition, and growth potential. As such, this model may present unpredictable challenges associated with third-party dependency which could materially and adversely affect our business, financial condition and results of operations.

It is possible that Aurora’s self-driving unit economics do not materialize as expected, in particular as we transition to our Driver as a Service model. This could significantly hinder our ability to generate a commercially viable product and adversely affect our business prospects.

Our business model is premised on our future expectations and assumptions regarding unit economics of the Aurora Driver and our transition, including the timing thereof, to our Driver as a Service model. There are

 

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uncertainties in these assumptions and we may not be able to achieve the unit economics we expect for many reasons, including but not limited to:

 

   

costs of the self-driving system hardware;

 

   

other fixed and variable costs associated with self-driving vehicle operation;

 

   

useful life;

 

   

vehicle utilization; and

 

   

product pricing.

To manage self-driving hardware costs, we must engineer cost-effective designs for our sensors, computers, and vehicles, achieve adequate scale, and freeze hardware specifications while enabling continued software improvements. In addition, we must continuously push initiatives to optimize supporting cost components such as vehicle and SDS maintenance, cloud storage, telecom data feed, facilities, cleaning, operations personnel costs, and useful life. This will require significant coordination with our third-party fleet partners and adequate cost management may not materialize as expected or at all, which would have material adverse effects on our business prospects.

Self-driving technology is a new product and the appropriate price points are still being determined. Additionally, increased competition may result in pricing pressure and reduced margins and may impede our ability to increase the revenue of our technology or cause us to lose market share, any of which could materially and adversely affect our business, financial condition and results of operations. Unfavorable changes in any of these or other unit economics-related factors, many of which are beyond our control, could materially and adversely affect our business, prospects, financial condition and results of operations.

We are highly dependent on the services of our senior management team and, specifically, our Chief Executive Officer, and if we are not successful in retaining our senior management team and, in particular, our Chief Executive Officer, and in attracting or retaining other highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team, which has extensive experience in the self-driving industry. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and could materially and adversely affect our business, financial condition and results of operations. In particular, we are highly dependent on Chris Urmson, our Founder, President and Chief Executive Officer, who remains deeply involved in all aspects of our business, including product development. If Mr. Urmson ceased to be involved with Aurora Innovation, this would adversely affect our business because his loss could make it more difficult to, among other things, compete with other market participants, manage our R&D activities and retain existing partners or cultivate new ones. Negative public perception of, or negative news related to, Mr. Urmson may adversely affect our brand, relationship with partners or standing in the industry.

Our success similarly hinges on the ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including software, hardware, systems engineering, automotive, safety, operations, design, finance, marketing, and support personnel. Competition for qualified highly skilled personnel can be strong, and we can provide no assurance that we will be successful in attracting or retaining such personnel now or in the future. Employees may be more likely to leave us if the shares of our capital stock they own or the shares of our capital stock underlying their equity incentive awards have significantly reduced in value or the vested shares of our capital stock they own or vested shares of our capital stock underlying their equity incentive awards have significantly appreciated. Many of our employees may receive significant proceeds from sales of our equity in the public markets once the applicable lock-up restrictions expire, which may reduce

 

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their motivation to continue to work for us. Further, any inability to recruit, develop and retain qualified employees may result in high employee turnover and may force us to pay significantly higher wages, which may harm our profitability.

Additionally, we do not carry key man insurance for any of our management executives, and the loss of any key employee or our inability to recruit, develop and retain these individuals as needed, could materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Business Operations

Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders.

The fact that we have a limited operating history means we have limited historical data on the demand for our products and services. As a result, our future capital requirements are uncertain and actual capital requirements may be different from those we currently anticipate. We expect to continue investing in research and development to improve our self-driving technology. We expect we will need to seek equity or debt financing to fund a portion of our future expenditures. Such financing might not be available to us in a timely manner, on terms that are acceptable, or at all.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities, or substantially change our corporate structure.

We may experience difficulties in managing our growth and expanding our operations.

We expect to experience significant growth in the scope and nature of our operations. Our ability to manage our operations and future growth will require us to continue to improve our operational, financial and management controls, compliance programs and systems automation. We are currently in the process of strengthening our compliance programs, including in relation to export controls, privacy and cybersecurity and anti-corruption. We will also need to reduce our reliance on manual operations in the areas of billing and reporting and make certain other improvements to support our complex arrangements and the rules governing revenue and expense recognition for our future operations. We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on the accuracy of our reporting, business relationships, reputation and financial results.

Our operating and financial results projections rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, our actual results of operations may be materially different from our projections and our estimates of certain financial metrics may prove inaccurate.

We use various estimates in formulating our business plans. We base our estimates upon a number of assumptions that are inherently subject to significant business and economic uncertainties and contingencies, many of which are beyond our control. Our estimates therefore may prove inaccurate, causing the actual amount to differ from our estimates. These factors include, without limitation:

 

   

assumptions around vehicle miles traveled (“VMT”);

 

   

the degree of utilization achieved by our self-driving technology;

 

   

the price our customers are willing to pay;

 

   

the timing and breadth of our technology’s operating domain and product models;

 

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operational costs of our self-driving technology and their useful life;

 

   

growth in core development and operating expenses;

 

   

which elements of service are delivered by Aurora versus our partners, and associated impact on expenses and capital requirements;

 

   

the extent to which our technology is successfully and efficiently operationalized by our fleet partners, and our market penetration more broadly;

 

   

the timing of when our partners and end-customers adopt our technology on a commercial basis which could be delayed for regulatory, safety or reliability issues unrelated to our technology;

 

   

the timing of future self-driving system hardware generations and vehicle platforms;

 

   

competitive pricing pressures, including from established and future competitors;

 

   

whether we can obtain sufficient capital to continue investing in core technology development and sustain and grow our business;

 

   

the overall strength and stability of domestic and international markets, including, but not limited to trucking, passenger mobility, and local goods delivery; and

 

   

other risk factors set forth in this prospectus.

In particular, our total addressable market and opportunity estimates, growth forecasts, pricing, cost, and customer demand included in this registration statement are subject to significant uncertainty and are based on assumptions and estimates that may prove inaccurate. The projections, forecasts and estimates in this registration statement relating to the expected size and growth of the markets for self-driving technology may prove similarly imprecise. We are pursuing prospects in multiple markets that are undergoing rapid changes, including in technological and regulatory areas, and it is difficult to predict the timing and size of the opportunities.

Unfavorable changes in any of the above or other factors, including around the total addressable market and market opportunity, most of which are beyond our control, could materially and adversely affect our business, prospects, financial condition and results of operations.

As part of growing our business, we have in the past and may in the future make acquisitions. If we fail to successfully select, execute or integrate our acquisitions, it could materially and adversely affect our business, financial condition and results of operations, and our stock price could decline.

From time to time, we may undertake acquisitions to add new products and technologies, acquire talent, form new strategic partnerships, or enter into new markets or geographies. In addition to possible stockholder approval, we may need approvals and licenses from relevant government authorities for such future acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt our business strategy if such approvals are ultimately denied. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, partners and end-customers, vendors and suppliers require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. Additionally, acquired assets or businesses may not generate the financial results we expect. Key personnel or large numbers of employees who join Aurora through acquisitions may decide to leave Aurora to work for other businesses or competitors of Aurora, thereby diminishing the value of our acquisitions. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. For example, in January 2021, Aurora acquired Uber’s self driving unit, Apparate, an acquisition for which many of the risks outlined above were, and continue to be, present. Apparate has a history of financial losses, which have (and will continue to) lead to increased losses for Aurora (versus if

 

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Aurora had not acquired Apparate), and which have an will require increased cash spending by Aurora. There are risks in retaining and integrating key personnel and teams, and risks and delay involved in properly and efficiently aligning and utilizing the teams of the combined entity. Further, Apparate and Aurora have a substantial amount of software, hardware, services and systems that are redundant, or not necessarily complementary. Additionally, the acquisition and integration processes create a risk that management and employees of Aurora become distracted. Finally, the costs of identifying and consummating acquisitions may be significant. Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect our business, prospects, financial condition and results of operations, and could cause our stock price to decline.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as terrorism. Material disruptions of our business or information systems resulting from these events could materially and adversely affect our business, financial condition and results of operations.

A significant natural disaster, such as an earthquake, fire, flood, hurricane or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, including the COVID-19 pandemic and its aftermath, could materially and adversely affect our business, financial condition and results of operations. The COVID-19 pandemic and its aftermath may have the effect of heightening many of the other risks described in this “Risk Factors” section, such as the demand for our products, our ability to achieve or maintain profitability and our ability to raise additional capital in the future. We further note we have several offices located in the San Francisco Bay Area, a region known for seismic activity. In addition, natural disasters, acts of terrorism or war could cause disruptions in our remaining operations, our or our partners’ businesses, our suppliers’ or the economy as a whole. We also rely on information technology systems to communicate among our workforce and with third parties. Any disruption to our communications, whether caused by a natural disaster or by man-made problems, such as power disruptions, could adversely affect our business. We do not have a formal disaster recovery plan or policy in place and do not currently require that our partners have such plans or policies in place. To the extent that any such disruptions result in development or commercialization delays or impede our partners’ and suppliers’ ability to timely deliver product components, or the deployment of our products, this could materially and adversely affect our business, financial condition and results of operations.

The spread of COVID-19 caused us to modify our business practices (including reducing employee travel, recommending that all non-essential personnel work from home and cancellation or reduction of physical participation in activities, meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, partners and end-customers, suppliers, and business partners. The COVID-19 pandemic could limit the ability of our partners, suppliers, and business partners to perform, including our ability to conduct on-road and track operations for development testing.

In recent months, Aurora has implemented a voluntary return to office policy for its employees, and we expect a full return to office to be possible in the coming months. However, even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future. We do not yet know the full extent of COVID-19’s impact on our business, our operations, or the global economy as a whole. However, the effects could materially and adversely affect our business, financial condition and results of operations, and we will continue to monitor the situation closely.

Interruption or failure of Amazon Web Services or other information technology and communications systems that we rely upon could materially and adversely affect our business, financial condition and results of operations.

We currently rely on Amazon Web Services, or AWS, to host our technology and support our technology development. The availability and effectiveness of our services depend on the continued operation of AWS,

 

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information technology, and communications systems. Our systems will be vulnerable to damage, interruption or any other compromise as the result of, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm our systems. We utilize reputable third-party service providers or vendors for all of our data other than our source code, and these providers could also be vulnerable to harms similar to those that could damage our systems, including sabotage and intentional acts of vandalism causing potential disruptions. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand the usage of our platform. Some of our systems will not be fully redundant, and our disaster recovery planning cannot account for all eventualities. Any problems with our third-party cloud hosting providers could result in lengthy interruptions in our business.

We are subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software and partners and end-customers data processed by us or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent us from effectively operating our business.

We are at risk for interruptions, outages and breaches of: operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; facility security systems, owned by us or our third-party vendors or suppliers; in-product technology owned by us or our third-party vendors or suppliers; our integrated software; or partners or end-customers or driver data that we process or our third-party vendors or suppliers process on our behalf. Such cyber incidents could materially disrupt operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of partners, end-customers, employees, suppliers, drivers or others; jeopardize the security of our facilities; or affect the performance of in-product technology. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although we maintain and continue to develop information technology measures designed to protect us against intellectual property theft, data breaches and other cyber incidents, including a formal incident response plan, such measures will require updates and improvements, and we cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of our data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect our ability to manage our data and inventory, procure parts or supplies or produce, sell, deliver and service our solutions, adequately protect our intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. We cannot be sure that the systems upon which we rely, including those of our third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If we do not successfully implement, maintain or expand these systems as planned, our operations may be disrupted, our ability to accurately and timely report our financial results could be impaired, and deficiencies may arise in our internal control over financial reporting, which may impact our ability to certify our financial results. Moreover, our proprietary information or intellectual property could be compromised or misappropriated, and our reputation may be adversely affected. If these systems do not operate as we expect them to, we may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

A significant cyber incident could impact production capability, harm our reputation, cause us to breach our contracts with other parties or subject us to regulatory actions or litigation, any of which could materially and adversely affect our business, financial condition and results of operations. In addition, our insurance coverage for cyber-attacks may not be sufficient to cover all the losses we may experience as a result of a cyber incident.

 

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Unauthorized control or manipulation of systems in autonomous vehicles may cause them to operate improperly or not at all, or compromise their safety and data security, which could result in loss of confidence in us and our products and harm our business.

There have been reports of vehicles being “hacked” to grant access to and operation of the vehicles to unauthorized persons. Aurora-powered vehicles contain complex IT systems and are designed with built-in data connectivity. We are implementing security measures intended to prevent unauthorized access to the information technology networks and systems installed in our vehicles. However, hackers or unauthorized third parties may attempt to gain unauthorized access to modify, alter, and use such networks and systems to gain control of, or to change, our vehicles’ functionality, user interface and performance characteristics, or to access data stored in or generated by our products. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, there can be no assurance that we will be able to anticipate, or implement adequate measures to protect against, these attacks. Any such security incidents could result in unexpected control of or changes to the vehicles’ functionality and safe operation and could result in legal claims or proceedings and negative publicity, which would negatively affect our brand and harm our business, prospects, financial condition, and operating results.

Failures, or perceived failures, to comply with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate, or may operate, may adversely impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies and operations.

Our current and potential future operations and sales subject us to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data. For example, the European Commission has adopted the General Data Protection Regulation and California enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties for non-compliance. We may also be subject to additional privacy regulations in the future, including the California Privacy Rights Act of 2020 (when it goes into effect in 2023) or the Virginia Consumer Data Protection Act (when it goes into effect in 2023). These regimes may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact our operations and the development of our business. While, generally, we do not have access to, collect, store, process, or share information collected by our solutions unless our partners choose to proactively provide such information to us, our products may evolve both to address potential partner requirements or to add new features and functionality that may change our privacy obligations. Therefore, the full impact of these privacy regimes on our business is rapidly evolving across jurisdictions and remains uncertain at this time.

We may also be affected by cyber-attacks and other means of gaining unauthorized access to our technology, systems, and data. For instance, cyber criminals, insiders or unauthorized third parties may target us or third parties with which we have business relationships to obtain data, or in a manner that disrupts our operations or compromises our products or the systems into which our products are integrated.

We are assessing the continually evolving privacy and data security regimes and measures we believe are appropriate in response. Since these data security regimes are evolving, uncertain and complex, especially for a global business like ours, we may need to update or enhance our compliance measures as our products, markets and end-customer demands further develop, and these updates or enhancements may require implementation costs. In addition, we may not be able to monitor and react to all developments in a timely manner. The compliance measures we do adopt may prove ineffective. Any failure, or perceived failure, by us to comply with current and future regulatory, partner or end-customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyber-attacks, or improper access to, use of, or disclosure of data, or any security issues or cyber-attacks affecting us, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on our reputation and brand, loss of proprietary information and data, disruption to our business and

 

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relationships, and diminished ability to retain or attract partners and end-customers. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause partners and end-customers to lose trust in us, which could have an adverse effect on our reputation and business.

Our future insurance coverage may not be adequate to protect us from all business risks or may be prohibitively expensive.

We may be subject, in the ordinary course of business, to losses resulting from product liability, accidents, acts of God, and other claims against us, for which we may have no insurance coverage. Further, because we operate in a new and thus inherently risky industry, insurance policies may not be available to us on terms and rates that are acceptable to us or at all. In addition, as a general matter, the policies that we do have may include significant deductibles or self-insured retentions, and we cannot be certain that our future insurance coverage will be sufficient to cover all future losses or claims against us. A loss that is uninsured or which exceeds policy limits may require us to pay substantial amounts, which could materially and adversely affect our business, financial condition and results of operations. Further, actions or inactions of others in our industry, through no fault of our own, may materially increase the cost of insurance and/or materially decrease the coverages available to us on commercially reasonable terms.

Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, could materially and adversely affect our business, financial condition and results of operations.

In recent years, the United States and global economies suffered dramatic downturns as the result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others. The United States and certain foreign governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. If the actions taken by these governments are not successful, the return of adverse economic conditions may negatively impact the demand for our technology and may negatively impact our ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

Unanticipated changes in effective tax rates, adverse outcomes resulting from examination of our income, changes in tax laws or regulations, changes in our ability to utilize our net operating loss, or other tax-related changes could materially and adversely affect our business, prospects, financial condition and results of operations.

We will be subject to income taxes in the United States and other jurisdictions, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including changes in the valuation of our deferred tax assets and liabilities; expected timing and amount of the release of any tax valuation allowances; tax effects of stock-based compensation; changes in tax laws, regulations or interpretations thereof; or lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could materially and adversely affect our business, prospects, financial condition and results of operations.

Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their

 

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interpretation. In addition, we may be subject to income tax audits by various tax jurisdictions. Although we believe our income tax liabilities are reasonably estimated and accounted for in accordance with applicable laws and principles, an adverse resolution by one or more taxing authorities could have a material impact on the results of our operations.

In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to use its pre-change net operating loss carryforwards, NOLs, to offset future taxable income. The limitations apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period. If we have experienced an ownership change at any time since our incorporation, we may already be subject to limitations on our ability to utilize our existing NOLs and other tax attributes to offset taxable income or tax liability. In addition, the Business Combination and future changes in our stock ownership, which may be outside of our control, may trigger an ownership change. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. As a result, even if we earn net taxable income in the future, our ability to use these or our pre-change NOL carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to us.

There is also a risk that changes in law or regulatory changes made in response to the need for some jurisdictions to raise additional revenue to help counter the fiscal impact from the COVID-19 pandemic or for other unforeseen reasons, including suspensions on the use of net operating losses or tax credits, possibly with retroactive effect, may result in our existing net operating losses or tax credits expiring or otherwise being unavailable to offset future income tax liabilities. A temporary suspension of the use of certain net operating losses and tax credits has been enacted in California, and other states may enact suspensions as well.

Risks Related to Our Dependence on Third Parties

Our success is contingent on our ability to successfully maintain, manage, execute and expand on our existing partnerships and obtain new partnerships.

Our self-driving technology is integrated into the vehicles of our OEM partners, while logistics services partners, ride-sharing partners and fleet service partners can act as both a customer and an operator of Aurora-powered vehicles. While we are providing our self-driving technology to these partners, they are simultaneously providing their vehicles, fleet operational activities, and, in some cases, access to end-customers.

In order for this business model to be successful, we will need to enter into definitive long-term contracts and commercial arrangements with partners such as PACCAR, Uber, Toyota and Volvo, which expand upon the current agreements and historic working relationships we have in place. In the event such contracts do not materialize, we may not be able to implement our business strategy in the timeframe anticipated, or at all. If we are unable to enter into definitive agreements or are only able to do so on terms that are unfavorable to us, we may not be able to timely identify adequate strategic relationship opportunities, or form strategic relationships, and consequently, we may not be able to fully carry out our business plans. Accordingly, investors should not place undue reliance on our statements about our development plans and partnerships or their feasibility in the timeframe anticipated, or at all.

Partners and end-customers may be less likely to purchase our products if they are not convinced that our business will succeed or that our service, technology, and other operations will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with us if they are not convinced that our business will succeed. Accordingly, in order to build and maintain our business, we must maintain confidence among partners, end-customers, suppliers, analysts, ratings agencies and other parties in our products, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of our

 

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control, such as our limited operating history, end-customer unfamiliarity with our technology, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of self-driving vehicles or our other services compared with market expectations.

We are dependent on our suppliers, some of which are single or limited source suppliers, and the inability of these suppliers to produce and deliver necessary and industrialized components at prices and volumes and on terms acceptable to us could materially and adversely affect our business, prospects, financial condition and results of operations.

While we plan to obtain components from multiple sources whenever desirable, some of the components used in our hardware and technology will be purchased from a single supplier. We refer to these component suppliers as our single source suppliers. These components are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain and could delay commercialization of our products to users. For example, the Aurora Driver relies on single source suppliers for several components including GPU microchips which we use for machine learning inference, vehicle gateway electronic control units, and automotive radar sensors.

We are reliant on third-party suppliers to design, develop, industrialize and manufacture components for us. In order for these suppliers to undertake the investment needed to produce these components, they may require us to commit to terms, pricing or purchase volumes that are not acceptable to us.

While we believe that we may be able to establish alternate supply relationships and can obtain or engineer replacement components for our single source and other components, we may be unable to do so in the short term (or at all) at prices or quality levels and/or on terms that are favorable to us and we may experience significant delays while re-engineering our system to accept any replacement parts.

Manufacturing in collaboration with partners is subject to risks.

Our business model relies on outsourced manufacturing of vehicles and will include outsourced manufacturing of our self-driving system hardware and vehicle integration. The cost of tooling a manufacturing facility with a collaboration partner is high, but the exact dollar value will not be known until we enter into specific manufacturing agreements. Collaboration with third parties to manufacture vehicles and self-driving system hardware is subject to risks that are outside of our control. We have in the past, and could in the future, experience delays in development and production when and if our partners do not meet agreed upon timelines or experience capacity constraints. There is a risk of potential disputes with partners, which could stop or slow vehicle production, and we could be affected by adverse publicity related to our partners, whether or not such publicity is related to such third parties’ collaboration with us. In addition, we cannot guarantee that our suppliers will not deviate from agreed-upon quality standards.

We may be unable to enter into agreements with manufacturers on terms and conditions acceptable to us and therefore we may need to contract with other third parties or significantly add to our own production capacity. We may not be able to engage other third parties or establish or expand our own production capacity to meet our needs on acceptable terms, or at all. The expense and time required to adequately complete any transition may be greater than anticipated. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

Risks Related to Our Legal and Regulatory Environment

Burdensome regulations, inconsistent regulations, or a failure to receive regulatory approvals of our technology could have a material adverse effect on our business, financial condition and results of operation.

There has been relatively little mandatory government regulation of the self-driving industry to-date. Currently, there are no Federal Motor Vehicle Safety Standards (“FMVSS”) that relate to the performance of

 

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self-driving technology. Further, there are currently no widely accepted uniform standards to certify self-driving technology and its commercial use on public roads. While our team includes nationally recognized safety experts and we have built organizational, operational, and safety processes to ensure that the performance of our technology meets rigorous standards, there can be no assurance that these measures will meet future regulatory requirements enacted by government bodies nor that future regulatory requirements will not inherently limit the operation and commercialization of self-driving technology. In some jurisdictions, we could be required to present our own safety justification and evidence base, and in other areas it is possible that we may be required to pass specific self-driving safety tests. We have not yet tested our technology to the full extent possible, in all conditions under which we anticipate operations to occur. The failure to pass these safety tests or receive appropriate regulatory approvals for commercialization would adversely impact our ability to generate revenue at the rate we anticipate.

It is also possible that future self-driving regulations are not standardized, and our technology becomes subject to differing regulations across jurisdictions (e.g. federal, state, local, and international). For example, in Europe, certain vehicle safety regulations apply to automated braking and steering systems, and certain treaties also restrict the legality of certain higher levels of automation, while certain U.S. states have legal restrictions on automation, and many other states are considering them. Such a regulatory patchwork could hinder the commercial deployment of our technology and have adverse effects on our business prospects and financial condition.

We are also subject to laws and regulations that commonly apply to e-commerce businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may have a material impact on our operations and financial results.

We are subject to governmental export and import control laws and regulations. Our failure to comply with these laws and regulations could materially and adversely affect our business, prospects, financial condition and results of operations.

Our products and solutions are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. U.S. export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments and persons. In addition, complying with export control and sanctions regulations for a particular geography may be time-consuming and result in the delay or loss of revenue opportunities. Exports of our products and technology must be made in compliance with these laws and regulations. If we fail to comply with these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on us and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

We may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and consolidated financial position.

We may be, from time to time, involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant. These matters may include, without limitation, disputes with our suppliers and partners, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and value-added tax disputes and employment and tax issues. In addition, we have in the past and could face in the future a variety of labor and employment claims against us, which could include but is not limited to general discrimination, wage and hour, privacy, ERISA or disability claims. In such matters, government agencies or private parties may seek to recover from us very large,

 

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indeterminate amounts in penalties or monetary damages (including, in some cases, treble or punitive damages) or seek to limit our operations in some way. These types of disputes could require significant management time and attention or could involve substantial legal liability, adverse regulatory outcomes, and/or substantial expenses to defend. Often these proceedings raise complex factual and legal issues and create risks and uncertainties. No assurances can be given that any proceedings and claims will not have a material and adverse impact on our business, financial condition or results of operations or that our established reserves or our available insurance will mitigate this impact.

Changes to global political, regulatory and economic conditions or foreign laws and policies, or interpretation of existing foreign laws and policies, could materially and adversely affect our business, prospects, financial condition and results of operations.

Changes in global political, regulatory and economic conditions or in laws and policies governing foreign trade, research, manufacturing, development, technology, and investment in the territories or countries where we currently purchase our components, sell our products or conduct our business could adversely affect our business. The U.S. has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where we conduct our business. A number of other nations have proposed or instituted similar measures directed at trade with the United States in response. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business. Additionally, certain existing and future foreign political, regulatory and economic conditions may make it impractical or impossible to launch in certain markets, may delay our launch in certain markets, or may impose onerous conditions to launch in such markets (e.g., requiring a local partner and/or the disclosure of sensitive intellectual property assets). It may be time-consuming and expensive for us to alter our business operations to adapt to or comply with any such changes, and any failure to do so could materially and adversely affect our business, financial condition and results of operations.

We are subject to, and must remain in compliance with, numerous laws and governmental regulations concerning the manufacturing, use, distribution and sale of our products. Some of our partners also require that we comply with their own unique requirements relating to these matters.

We develop and plan to sell technology that contains electronic components, and such components may be subject to or may contain materials that are subject to government regulation in both the locations where manufacture and assembly of our products takes place, as well as the locations where we sell our products. This is a complex process which requires continual monitoring of regulations to ensure that we and our suppliers are in compliance with existing regulations in each market where we operate and where we intend to operate. If there is an unanticipated new regulation that significantly impacts our use and sourcing of various components or requires more expensive components, that regulation could materially and adversely affect our business, prospects, financial condition and results of operations. If we fail to adhere to new regulations or fail to continually monitor the updates, we may be subject to litigation, loss of partners or negative publicity and could materially and adversely affect our business, financial condition and results of operations.

We are subject to environmental regulation and may incur substantial costs.

We are subject to federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, greenhouse gases and the management of hazardous substances, oils and waste materials. Federal, state and local laws and regulations relating to the protection of the environment may require the current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at or from the property. Under federal law, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at

 

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locations that have been identified as requiring response actions. Compliance with environmental laws and regulations can require significant expenditures. In addition, we could incur costs to comply with such current or future laws and regulations, the violation of which could lead to substantial fines and penalties.

We may have to pay governmental entities or third parties for property damage and for investigation and remediation costs that they incurred in connection with any contamination at our current and former properties without regard to whether we knew of or caused the presence of the contaminants. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of waste directly attributable to us. Even if more than one person may have been responsible for the contamination, each person covered by these environmental laws may be held responsible for all of the clean-up costs incurred. Environmental liabilities could arise and have a material adverse effect on our financial condition and performance. We do not believe, however, that pending environmental regulatory developments in this area will have a material effect on our capital expenditures or otherwise materially adversely affect its operations, operating costs, or competitive position.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, prospects, financial condition and results of operations and also our reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act, FCPA, the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. The FCPA and the U.K. Bribery Act 2010 prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and soliciting or accepting bribes. A violation of these laws or regulations could materially and adversely affect our business, financial condition and results of operations and also our reputation. Our policies and procedures designed to ensure compliance with these regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, prospects, financial condition and results of operations and also our reputation. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in Aurora Innovation common stock.

Our business may be adversely affected if our lidar technology fails to comply with the regulatory requirements under the Federal Food, Drug, and Cosmetic ACT or otherwise by the FDA.

Our lidar technology is subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act, as electronic product radiation includes laser technology. Regulations governing these products are intended to protect the public from hazardous or unnecessary exposure and are enforced by the FDA. Manufacturers are required to certify in product labeling and reports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing, testing, and distribution records for their products. Failure to comply with these requirements could result in enforcement action by the FDA, which could require us to cease distribution of our products, recall or remediate products already distributed to partners or end-customers, or subject us to FDA enforcement.

 

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We may be subject to product liability that could result in significant direct or indirect costs, which could materially and adversely affect our business, financial condition and results of operations.

Our self-driving technology presents the risk of significant injury, including fatalities. We may be subject to claims if our technology is involved in an accident and persons are injured or purport to be injured. The occurrence of any errors or defects in our products could make us liable for damages and legal claims. In addition, we could incur significant costs to correct such issues, potentially including product recalls. Any negative publicity related to the perceived quality of our technology could affect our brand image, partner and end-customer demand, and could materially and adversely affect our business, financial condition and results of operations. Also, liability claims may result in litigation, including class actions, the occurrence of which could be costly, lengthy and distracting and could materially and adversely affect our business, financial condition and results of operations.

Any product recall of ours or our partners in the future may result in adverse publicity, damage our brand and could materially and adversely affect our business, financial condition and results of operations. In the future, we may voluntarily or involuntarily initiate a recall if any vehicles powered by our self-driving technology prove to be defective or non-compliant with applicable federal motor vehicle safety standards. Such recalls involve significant expense and diversion of management attention and other resources, which could materially and adversely affect our brand image in our target markets, as well as our business, prospects, financial condition and results of operations.

Once we commercialize our technology, we may be required to obtain specialized insurance, which may not be available to the capacity or on the terms that we require to achieve the economics we expect. Further, any insurance that we carry may not be sufficient or it may not apply to all situations. Similarly, our partners could be subjected to claims as a result of such accidents and bring legal claims against us to attempt to hold us liable. Any of these events could materially and adversely affect our brand, relationships with partners, business, financial condition or results of operations.

Risks Related to Our Intellectual Property

Despite the actions we are taking to defend and protect our intellectual property, we may not be able to adequately protect or enforce our intellectual property rights or prevent unauthorized parties from copying or reverse engineering our solutions. Our efforts to protect and enforce our intellectual property rights and prevent third parties from violating our rights may be costly.

The success of our products and our business depends in part on our ability to obtain patents and other intellectual property rights and maintain adequate legal protection for our products in the United States and other international jurisdictions. We rely on a combination of patent, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection.

We cannot assure you that any patents will be issued with respect to our currently pending patent applications or that any trademarks will be registered with respect to our currently pending applications in a manner that gives us adequate defensive protection or competitive advantages, if at all, or that any patents issued to us or any trademarks registered by us will not be challenged, invalidated or circumvented. We have filed for patents and trademarks in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which we operate or in which we seek to enforce our intellectual property rights, or may be difficult to enforce in practice. Our currently-issued and applied-for patent and trademark registrations and applications, and any future patents and trademarks that may be issued, registered or applied for, as applicable, may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. We also cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to us or infringe our intellectual property.

 

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The protection against unauthorized use of our intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. We believe that our patents are foundational in the area of self-driving technology. Unauthorized parties may attempt to copy or reverse engineer our technology or certain aspects of our solutions that we consider proprietary. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to prevent unauthorized parties from copying or reverse engineering our solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States.

Any such litigation, whether initiated by us or a third party, could result in substantial costs and diversion of management resources, either of which could materially and adversely affect our business, financial condition and results of operations. Even if we obtain favorable outcomes in litigation, we may not be able to obtain adequate remedies, especially in the context of unauthorized parties copying or reverse engineering our solutions.

Further, many of our current and potential competitors have the ability to dedicate substantially greater resources to defending intellectual property infringement claims and to enforcing their intellectual property rights than we have. Attempts to enforce our rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us or result in a holding that invalidates or narrows the scope of our rights, in whole or in part. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our products are available, and competitors based in other countries may sell infringing products in one or more markets. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue, which could materially and adversely affect our business, prospects, financial condition and results of operations.

Third-party claims that we are infringing intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, and our business could be adversely affected.

Although we hold key patents related to our products, a number of companies, both within and outside of the self-driving vehicle industry, hold other patents covering aspects of self-driving technology. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets. In recent years, there has been significant litigation globally involving patents and other intellectual property rights. We have received, and in the future may receive, inquiries from other intellectual property holders and may become subject to claims that we infringe their intellectual property rights, particularly as we expand our presence in the market, expand to new use cases and face increasing competition. We are also party to certain agreements that may limit our trademark rights in certain jurisdictions; while we believe these agreements are unlikely to have a significant impact on our business as currently conducted, our ability to use our existing trademarks in new business lines in the future may be limited. In addition, parties may claim that the names and branding of our products infringe their trademark rights in certain countries or territories. Although we intend to vigorously defend our intellectual property rights, if such a claim were to prevail, we may have to change the names and branding of our products in the affected territories and we could incur other costs.

We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify and hold harmless our partners, suppliers, and channel partners and other partners from damages and costs which may arise from the infringement by our products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. We do not carry insurance to cover intellectual property infringement claims. A claim that our products infringe a third party’s intellectual property rights, even if untrue, could adversely affect our relationships with our partners, may deter future partners from purchasing our products and could expose us to costly litigation and settlement expenses. Even if we are not a party to any litigation between a partner and a third party relating to infringement by our products, an adverse outcome in any such litigation could make it more difficult for us to defend our products against intellectual property infringement claims in any

 

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subsequent litigation in which we are a named party. Any of these results could materially and adversely affect our business, financial condition and results of operations.

Our defense of intellectual property rights claims brought against us or our partners, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force us to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires us to pay substantial damages or obtain an injunction. An adverse determination also could invalidate our intellectual property rights and adversely affect our ability to offer our products to our partners and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could materially and adversely affect our business, financial condition and results of operations.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.

Companies, organizations or individuals, including our current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop or sell our products, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from holders of patents or trademarks inquiring whether we are infringing their proprietary rights and/or seek court declarations that they do not infringe upon our intellectual property rights. Companies holding patents or other intellectual property rights relating to self-driving technology (including sensors, hardware and software for self-driving vehicles) or other related technology may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

 

   

cease selling, incorporating or using products that incorporate the challenged intellectual property;

 

   

pay substantial damages;

 

   

obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all; or

 

   

redesign our technology.

A successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology could materially and adversely affect our business, financial condition and results of operations. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

We also hold licenses to intellectual property from third parties, including inbound licenses provided in connection with commercial and other arrangements, and we may face claims that our use of this intellectual property infringes the rights of others. In such cases, we may seek indemnification from our licensors under our license contracts with them. However, our rights to indemnification may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation, and other factors.

We rely on licenses from third parties for intellectual property that is critical to our business, and we would lose the rights to use such intellectual property if those agreements were terminated or not renewed.

We expect that the long-term contracts and commercial arrangements that we have and intend to enter into with partners may include licenses. We rely on these licenses from our partners for certain intellectual property that is or may become critical to our business. Termination of our current or future partner agreements could cause us to have to negotiate new or restated agreements with less favorable terms or cause us to lose our rights under the original agreements.

 

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In the case of a loss of technology used in our systems, we may not be able to continue to manufacture certain components for our product or for our operations or may experience disruption to our manufacturing processes as we test and requalify any potential replacement technology. Even if we retain the licenses, the licenses may not be exclusive with respect to such component design or technologies, which could aid our competitors and have a negative impact on our business.

Our intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

We cannot be certain that we are the first inventor of the subject matter to which we have filed a particular patent application, or if we are the first party to file such a patent application. If another party has filed a patent application to the same subject matter as we have, we may not be entitled to the protection sought by the patent application. We also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, we cannot be certain that the patent applications that we file will issue, or that our issued patents will afford protection against competitors with similar technology. In addition, our competitors may design around our issued patents, which could materially and adversely affect our business, financial condition and results of operations.

As our patents may expire and may not be extended, our patent applications may not be granted and our patent rights may be contested, circumvented, invalidated or limited in scope. In particular, we may not be able to prevent others from developing or exploiting competing technologies, which could materially and adversely affect our business, prospects, financial condition and results of operations.

We cannot assure you that we will be granted patents pursuant to our pending applications. Even if our patent applications succeed and we are issued patents in accordance with them, these patents may still be contested, circumvented or invalidated in the future. In addition, the rights granted under any issued patents may not provide us with meaningful protection or competitive advantages. The claims under any patents that issue from our patent applications may not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours. The intellectual property rights of others could also bar us from licensing and exploiting any patents that issue from our pending applications. Numerous patents and pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. These patents and patent applications might have priority over our patent applications and could subject our patent applications to invalidation. Finally, in addition to those who may claim priority, any of our existing or pending patents may also be challenged by others on the basis that they are otherwise invalid or unenforceable.

In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, processes and know-how.

We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require public disclosure. We generally seek to protect this proprietary information by entering into confidentiality agreements, or consulting services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Trade secrets or confidential information may also be willfully or unintentionally disclosed, including by employees, who may leave our company and join our competitors. We have limited control over the protection of trade secrets used by our current or future manufacturing partners and suppliers and could lose future trade secret protection if any

 

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unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in certain markets where we operate may afford little or no protection to our trade secrets.

We also rely on physical and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will not be breached or provide adequate protection for our property or any proprietary information that we hold. There is a risk that third parties may obtain and improperly utilize our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce our intellectual property rights.

We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers.

We may be subject to claims that we or our employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of an employee’s former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to commercialize our products, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and demands on management resources.

Our software contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to sell our products or give rise to disclosure obligations of proprietary software.

Our software contains components that are licensed under so-called “open source,” “free” or other similar licenses. Open source software is made available to the general public on an “as-is” basis under the terms of a non-negotiable license. Certain open source licenses may give rise to obligations to disclose or license our source code or other intellectual property rights if such open source software is integrated with our proprietary software or distributed in certain ways. We currently combine our proprietary software with open source software, but not in a manner that we believe requires the release of the source code of our proprietary software to the public. If we combine or distribute our proprietary software with open source software in a certain manner in the future, we could be required to release the source code to our proprietary software as open source software, or could be required to cease using the relevant open source software which might be costly to replace. Open source licensors also generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, if the license terms for the open source software that we use change, we may be forced to re-engineer our software, incur additional costs or discontinue the use of certain offerings if re-engineering could not be accomplished in a timely manner. Although we monitor our use of open source software to avoid subjecting our offerings to unintended conditions, there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our offerings. We cannot guarantee that we have incorporated open source software in our software in a manner that will not subject us to liability or in a manner that is consistent with our current policies and procedures.

 

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Risks Related to the Business Combination and RTPY

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to RTPY prior to the consummation of the Business Combination and Aurora Innovation following the consummation of the Business Combination.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: approval of the Merger Agreement by the existing stockholders of Aurora, approval of each of the proposals required to effect the Business Combination by shareholders of RTPY, as well as receipt of certain requisite regulatory approvals, absence of orders prohibiting completion of the Business Combination, effectiveness of the registration statement of which this proxy statement/prospectus is a part, approval of the shares of Aurora Innovation common stock to be issued to stockholders of Aurora for listing on Nasdaq, meeting the minimum cash condition, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Merger Agreement) and the performance by both parties of their covenants and agreements. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after RTPY shareholder approval, or RTPY or Aurora may elect to terminate the Merger Agreement in certain other circumstances.

The Sponsor and our directors and officers have agreed to vote in favor of the Business Combination, regardless of how RTPY’s public shareholders vote.

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 our directors and officers have agreed, among other things, to vote their RTPY Founder Shares and any public shares held by them in favor of the Business Combination subject to the terms and conditions contemplated by the Sponsor Support Agreement or the Insider Letter, as applicable. As a result, in addition to the RTPY Founder 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 public 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 our directors will own approximately 20% of our issued and outstanding ordinary shares at the time of any such shareholder vote. Accordingly, if we seek shareholder approval of our initial Business Combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their RTPY Founder Shares in accordance with the majority of the votes cast by our public shareholders.

Our ability to seek an alternative business combination is limited even if we determined the Business Combination is no longer in our shareholders’ best interest.

If we do not obtain shareholder approval at the extraordinary general meeting, Aurora can continually obligate us to hold additional extraordinary general meetings to vote on the Condition Precedent Proposals until the earlier of such shareholder approval being obtained and the Agreement End Date. This could limit our ability to seek an alternative business combination that our shareholders may prefer after such initial vote.

 

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Since the Sponsor and RTPY’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Aurora is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

When you consider the recommendation of the RTPY Transaction Committee in favor of approval of the proposals in this proxy statement/prospectus, you should keep in mind that the Sponsor and RTPY’s directors and executive officers have interests in the Business Combination that may be different from, or in addition to, those of RTPY shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

 

   

Prior to RTPY’s initial public offering, the Sponsor purchased 2,875,000 RTPY Founder Shares for an aggregate purchase price of $25,000, or approximately $0.0087 per share. On February 10, 2021, RTPY effected a share capitalization resulting in the Sponsor holding an aggregate of 24,437,500 RTPY Founder Shares. Subsequent to the share capitalization, the Sponsor transferred 30,000 RTPY Founder Shares to each of Katharina Borchert, Karen Francis, Colleen McCreary and Anne-Marie Slaughter, RTPY’s independent directors. As part of RTPY’s initial public offering, the Sponsor and RTPY’s independent directors agreed, among other things, to waive their respective redemption rights with respect to any RTPY Founder Shares and any public shares held by them in connection with the completion of a business combination and their respective rights to liquidating distributions from the trust account in respect of the RTPY Founder Shares if RTPY fails to complete a business combination within the required period. RTPY did not provide any separate consideration to the Sponsor or RTPY’s independent directors for such waiver. If RTPY does not consummate a business combination by the Liquidation Date, it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 24,437,500 RTPY Founder Shares owned by the Sponsor and RTPY’s independent directors would be worthless because following the redemption of the public shares, RTPY would likely have few, if any, net assets and because the Sponsor and RTPY’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of the 24,317,500 RTPY Founder Shares held by it if RTPY fails to complete a business combination within the required period. Additionally, in such event, the 8,900,000 private placement warrants purchased by the Sponsor simultaneously with the consummation of RTPY’s initial public offering for an aggregate purchase price of $22,250,000, will also expire worthless. The aggregate dollar amount that the Sponsor and its affiliates have at risk that depends on completion of a business combination, is $22,275,000 paid for the RTPY Founder Shares and private placement warrants, plus any amount of support services fees payable by and expenses to be reimbursed by RTPY, as discussed below, to the extent not paid prior to the closing of the business combination. Certain of RTPY’s directors and officers and board observer who are affiliated with the Sponsor also have an economic interest in the 8,900,000 private placement warrants and in the 24,317,500 RTPY Founder Shares owned by the Sponsor.

 

   

Assuming there is no forfeiture pursuant to the Sponsor Agreement, the 24,317,500 shares of Aurora Innovation 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 $241.47 million based upon the closing price of $9.93 per share on Nasdaq on October 4, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of Aurora Innovation common stock will be subject to certain restrictions, including those described above, RTPY believes such shares have less value. The 120,000 shares of Aurora Innovation 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

 

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result of the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.19 million based upon the closing price of $9.93 per share on Nasdaq on October 4, 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 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 $12.91 million based upon the closing price of $1.45 per warrant on Nasdaq on October 4, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. As a result of Sponsor’s interest in the RTPY Founder Shares and private placement warrants, Sponsor and its affiliates have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect RTPY’s initial business combination.

 

   

Mr. Hoffman, a non-voting observer on the RTPY Board, (i) is a director of Aurora, (ii) is a sponsoring partner of Greylock Partners’ investment in Aurora, (iii) has made a personal investment in Aurora, (iv) controls a charitable foundation that has indirect interests in Aurora through Reinvent Capital Fund’s investment, (v) is a member of Reinvent Capital Fund’s general partner and investment advisor (Mr. Hoffman, however, has transferred his economic interests in these entities to the charitable foundation he controls) and (vi) is a member of the Sponsor. Mr. Hoffman, however, is 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.

 

   

Ms. Francis, a director of RTPY, is a director of TuSimple. TuSimple may be considered a competitor of Aurora with respect to Aurora’s trucking product. Ms. Francis 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 as a director of RTPY from any discussions of the RTPY Board about the proposed Business Combination with Aurora and abstained from voting on any matters related to the proposed Business Combination with Aurora.

 

   

Each of Mr. Pincus and Mr. Thompson (i) has indirect interests, through Reinvent Capital Fund’s investment, in Aurora, (ii) has interests in or is affiliated with Reinvent Capital Fund’s general partner and investment advisor and (iii) is a member of the Sponsor.

 

   

The Sponsor (including its representatives and affiliates) and RTPY’s directors and officers, are, or may in the future become, affiliated with entities that are engaged in a similar business to RTPY. For example, certain officers and directors of RTPY, who may be considered an affiliate of the Sponsor, have recently incorporated Reinvent Technology Partners X (“RTPX”), which is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting an initial business combination. Mr. Thompson is Chief Executive Officer and Chief Financial Officer, and Mr. Cohen is Secretary, of RTPX. The Sponsor and RTPY’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to RTPY completing its initial business combination. Moreover, certain of RTPY’s directors and officers have time and attention requirements for investment funds of which affiliates of the Sponsor are the investment managers. RTPY’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to RTPY, and the other entities to which they owe certain fiduciary or contractual duties, including RTPX. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in RTPY’s favor and such potential business opportunities may be presented to other entities prior to their presentation to RTPY, subject to applicable fiduciary duties under the Cayman Islands Companies Act. RTPY’s Cayman Constitutional Documents provide that to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer of RTPY shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as RTPY; and

 

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(ii) RTPY renounces any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and RTPY, on the other.

 

   

RTPY’s existing directors and officers will be eligible for continued indemnification and continued coverage under RTPY’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

 

   

The Sponsor Related PIPE Investor, Reinvent Technology SPV II LLC, which is a special purpose vehicle formed solely to invest in the PIPE Investment, has subscribed for $75.0 million of the PIPE Investment, for which it will receive 7,500,000 shares of Aurora Innovation Class A common stock. Each of Mr. Hoffman, Mr. Pincus and Mr. Thompson has an economic interest in the Sponsor Related PIPE Investor. The 7,500,000 shares of Aurora Innovation Class A common stock which the Sponsor Related PIPE Investor has subscribed for in the PIPE Investment, if unrestricted and freely tradable, would have had an aggregate market value of approximately $74.48 million based upon the closing price of $9.93 per share on the Nasdaq on October 4, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. See “Certain Relationships and Related Person Transactions—RTPY—Subscription Agreements”.

 

   

In the event that RTPY fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, RTPY will be required to provide for payment of claims of creditors that were not waived that may be brought against RTPY within the ten years following such redemption. In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to RTPY if and to the extent any claims by a third party (other than RTPY’s independent auditors) for services rendered or products sold to RTPY, or a prospective target business with which RTPY has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to fund RTPY’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of RTPY’s initial public offering against certain liabilities, including liabilities under the Securities Act.

 

   

RTPY’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on RTPY’s behalf, such as identifying and investigating possible business targets and business combinations. RTPY expects to incur approximately $41.4 million of transaction expenses (including the deferred underwriting commissions), (inclusive of fees to be paid to financial advisors) and to the extent that RTPY’s officers and directors or their affiliates are advancing any of these expenses on behalf of RTPY, they are entitled to reimbursement of such payments. However, if RTPY fails to consummate a business combination by the Liquidation Date, they will not have any claim against the trust account for reimbursement. Accordingly, RTPY may not be able to reimburse the expenses advanced by RTPY’s officers and directors or their affiliates if the Business Combination, or another business combination, is not completed by the Liquidation Date.

 

   

Reinvent Capital, an entity related to certain members of the Sponsor, entered into a support services agreement with RTPY (the “Support Services Agreement”), pursuant to which, commencing on the date that RTPY’s securities were first listed on Nasdaq through the earlier of consummation of an initial business combination and liquidation, RTPY will pay $1,875,000 Support Services Fees to Reinvent Capital per year (in equal quarterly installments) for support and administrative services, as well as reimburse Reinvent Capital for any out-of-pocket expenses it incurs in connection with providing services or for office space under the Support Services Agreement. As of June 30, 2021, there was $497,700 outstanding amount in services fee and reimbursable expenses for which Reinvent

 

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Capital was awaiting payment or reimbursement by RTPY, which would be made from funds held outside the trust account, including funds released from the trust account to pay for working capital, subject to an annual limit of $701,250.

 

   

As noted above, the Sponsor purchased 2,875,000 RTPY Founder Shares for an aggregate purchase price of $25,000, or approximately $0.0087 per share. On February 10, 2021, RTPY effected a share capitalization resulting in the Sponsor holding an aggregate of 24,437,500 RTPY Founder Shares, 120,000 of which were subsequently transferred to RTPY’s independent directors. As a result, Sponsor and the independent directors of RTPY will have rates of return on their respective investments which differ from the rate of return of RTPY’s shareholders who purchased RTPY ordinary shares at various other prices (including those members of the Sponsor who also participated in the PIPE Investment), including RTPY ordinary shares included in RTPY units that were sold at $10.00 per unit in RTPY’s initial public offering. The closing price of RTPY’s public shares on October 4, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.93. As a result of and upon the effective time of the Domestication, among other things, each of the then issued and outstanding RTPY ordinary shares will convert automatically, on a one-for-one basis, into a share of Aurora Innovation Class A common stock. In the event the stock price of Aurora Innovation Class A common stock falls below the price paid by an RTPY shareholder (including those members of the Sponsor who also participated in the PIPE Investment) at the time of purchase of the RTPY ordinary shares by such shareholder, a situation may arise in which Sponsor or an independent director of RTPY maintains a positive rate of return on its or her RTPY Founder Shares while such RTPY shareholder experiences a negative rate of return on the shares such RTPY shareholder purchased.

 

   

Pursuant to the Registration Rights Agreement, the Sponsor and members of the Sponsor Related PIPE Investor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of Aurora Innovation common stock and warrants held by such parties following the consummation of the Business Combination.

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 Officers in the Business Combination” for a further discussion of these considerations.

The personal and financial interests of the Sponsor and RTPY’s directors and officers may have influenced their motivation in identifying and selecting Aurora as a business combination target, completing an initial business combination with Aurora Innovation and influencing the operation of the business following the initial business combination. In considering the recommendations of the RTPY Board to vote for the proposals, its shareholders should consider these interests.

The exercise of RTPY’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in RTPY’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require RTPY to agree to amend the Merger Agreement, to consent to certain actions taken by Aurora or to waive rights that RTPY is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Aurora’s business or a request by Aurora to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at RTPY’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or officers described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) or officers(s) between what he, she or they may believe is best for RTPY and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action.

 

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RTPY and Aurora will incur significant transaction and transition costs in connection with the Business Combination.

RTPY and Aurora have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. RTPY and Aurora may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Merger Agreement (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by Aurora Innovation following the closing of the Business Combination.

The announcement of the proposed Business Combination could disrupt Aurora Innovation’s relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the proposed transactions, risks relating to the impact of the announcement of the Business Combination on Aurora Innovation’s business include the following:

 

   

its employees may experience uncertainty about their future roles, which might adversely affect Aurora Innovation’s ability to retain and hire key personnel and other employees;

 

   

customers, suppliers, business partners and other parties with which Aurora Innovation maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with Aurora Innovation or fail to extend an existing relationship with Aurora Innovation; and

 

   

Aurora Innovation has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact Aurora Innovation’s results of operations and cash available to fund its business.

The Business Combination may disrupt our current business plans and operations and may cause difficulties in retaining our employees.

Uncertainties about the effect of the Business Combination on employees may have an adverse effect on Aurora. These uncertainties may impair Aurora’s ability to attract, retain and motivate key personnel until the Business Combination is completed. Retention of certain employees may be challenging during the pendency of the Business Combination, as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty or a desire not to remain with the business, Aurora’s business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts Aurora from making certain expenditures and taking other specified actions without the consent of RTPY until the Business Combination occurs. These restrictions may prevent Aurora from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination.

Subsequent to consummation of the Business Combination, we may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to Aurora has identified all material issues or risks associated with Aurora, its business or the industry in which it competes. Furthermore, we cannot assure you that factors outside of Aurora’s and our control will not later arise. As a result of these factors, we may be exposed to liabilities and incur additional costs and expenses and we may be forced to later write-down

 

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or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or Aurora Innovation. Additionally, we have no indemnification rights against the Aurora Stockholders under the Merger Agreement and all of the purchase price consideration will be delivered at the Closing.

Accordingly, any shareholders or warrant holders of RTPY who choose to remain Aurora Innovation stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The Aurora projected financial information considered by RTPY may not be realized, which may adversely affect the market price of Aurora Innovation common stock following the completion of the Business Combination.

In performing its financial analyses, RTPY relied on, among other things, certain information, including the forecasts and financial projections described in the section titled “BCA Proposal—Projected Financial Information”. The Aurora forecasts and financial projections were prepared by, or at the direction of, the management of Aurora. None of these projections or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections and forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Aurora. There can be no assurance that Aurora’s financial condition, including its cash flows or results of operations will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of Aurora Innovation common stock or the financial position of Aurora following the Business Combination.

We have a specified maximum redemption threshold. This redemption threshold may make it more difficult for us to complete the Business Combination as contemplated.

The Merger Agreement provides that Aurora’s obligation to consummate the Business Combination is conditioned on, among other things, that as of the Closing, (a) 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 public shares pursuant to the Cayman Constitutional Documents and after the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Aurora or RTPY, plus the PIPE Investment Amount, is at least equal to $1.5 billion or, in other words, the Minimum Cash Condition is met, and (b) the aggregate amount of redemption obligations of RTPY’s public shareholders will not exceed $500 million, or the Maximum Cash Condition is met.

The Minimum Cash Condition and the Maximum Cash Condition are for the sole benefit of Aurora. If such conditions are not met, and such conditions are 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. There can be no assurance that Aurora could and would waive the Minimum Cash Condition or the Maximum Cash Condition. In addition, pursuant to the Cayman Constitutional Documents, in no event will RTP 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.

 

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If such conditions are waived and the Business Combination is consummated with less than the Minimum Available Cash Amount in the trust account, the cash held by Aurora Innovation and its subsidiaries (including Aurora) in the aggregate, after the Closing may not be sufficient to allow us to operate and meet our financial obligations as they become due. The additional exercise of redemption rights with respect to a large number of our public shareholders may make us unable to take such actions as may be desirable in order to optimize the capital structure of Aurora Innovation after consummation of the Business Combination and we may not be able to raise additional financing necessary to fund our expenses and liabilities after the Closing. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

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.

At the time of entering into the Merger Agreement, we did not know how many shareholders may exercise their redemption rights, and therefore, we needed to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. The Merger Agreement provides that Aurora’s obligation to consummate the Business Combination is conditioned on, among other things, (a) 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 public shares pursuant to the Cayman Constitutional Documents and after the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Aurora or RTPY, plus the PIPE Investment Amount, being at least equal to $1.5 billion or, in other words, the Minimum Cash Condition being met, and (b) the aggregate amount of redemption obligations to RTPY’s public shareholders not exceeding $500 million, or, in other words, the Maximum Redemption Condition being met.

Therefore, unless these conditions are waived by Aurora, the Merger Agreement could terminate and the Business Combination may not be consummated. There can be no assurance that Aurora would waive any such provision of the Merger Agreement. Furthermore, as provided in the Cayman Constitutional Documents, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. In the event that the number of public shares being redeemed is greater than the number of public shares assumed to be redeemed in the Maximum Redemption Scenario, and the Business Combination is consummated with the Minimum Cash Condition and the Maximum Redemption Condition waived by Aurora, the ownership percentage retained by our public shareholders in Aurora Innovation and the amount of cash available for use by Aurora Innovation will be even less than 4.5% and $1.5 billion, respectively, under Maximum Redemption Scenario presented in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”.

In addition, the exercise of redemption rights with respect to a large number of our public shares may result in insufficient cash available to fund Aurora Innovation’s business, and may make RTPY and Aurora unable to take such actions as may be desirable in order to optimize the capital structure of Aurora Innovation upon consummation of the Business Combination.

The Sponsor may elect to purchase shares from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

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 (ii) 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

 

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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, 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 increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Stock Issuance Proposal, Incentive Award Plan Proposal and the Adjournment Proposal (if presented), (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) RTPY’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares or warrants 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 or warrants 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. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

In connection with the Closing, we are not registering the shares of Aurora Innovation common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and resell the underlying shares.

We are not registering the shares of Aurora Innovation common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the Warrant Agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of Aurora Innovation common stock until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding the above, if Aurora Innovation’s common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 1 8(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or

 

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other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of Aurora Innovation common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants. In such an instance, the Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. 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 shares of Aurora Innovation common stock for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price per unit in our initial public offering).

Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed our business combination within the required time period, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.

Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the

 

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interest which may be withdrawn to fund RTPY’s working capital requirements, subject to an annual limit of $500,000, and/or to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of our company. The Sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board of directors may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a liquidator could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our liquidation estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation would be reduced.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 

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Past performance by any member or members of our management team, any of their respective affiliates, or Reinvent Capital may not be indicative of future performance of an investment in Aurora or Aurora Innovation.

Past performance by any member or members of our management team or any of their respective current or former affiliates or entities related to one or more of them, including RTP, RTPZ or Reinvent Capital, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member or members of our management team, any of their respective current or former affiliates or entities related to one or more of them, or any of the foregoing’s related investment’s performance, as indicative of the future performance of an investment in Aurora or Aurora Innovation or the returns Aurora or Aurora Innovation will, or is likely to, generate going forward.

The public shareholders will experience immediate dilution as a consequence of the issuance of Aurora Innovation common stock as consideration in the Business Combination and the PIPE Investment and due to future issuances pursuant to the 2021 Plan. Having a minority share position may reduce the influence that our current stockholders have on the management of Aurora Innovation.

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 125,751,140 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.

In addition, Aurora employees, directors and consultants may be granted equity awards under the 2021 Plan after the completion of the Business Combination. You will experience additional dilution when those equity awards and purchase rights become vested and settled or exercisable, as applicable, for shares of Aurora Innovation common stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of RTPY securities and may adversely affect prevailing market prices for our public shares or public warrants.

RTPY’s and Aurora’s ability to consummate the Business Combination, and the operations of Aurora Innovation following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

The COVID-19 outbreak has adversely affected, and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases or public health crises) could adversely affect, economies

 

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and financial markets worldwide, business operations and the conduct of commerce generally, and the business of Aurora or Aurora Innovation following the Business Combination could be adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities.

Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”). Specifically, the SEC Staff Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing our warrants. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of the 12,218,750 public warrants and 8,900,000 private placement warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of June 30, 2021 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

We have identified a material weakness in our internal control over financial reporting related to the accounting for warrants issued in connection with our initial public offering. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Due solely to the events that led to the revision to our previously issued financial statements as of March 18, 2021, management identified a material weakness in internal controls related to the accounting for warrants issued in connection with our initial public offering.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud, and a material weaknesses could result in us being unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors losing confidence in our financial reporting, our securities price declining or us facing litigation as a result of the foregoing.

 

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If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. If the Business Combination is consummated, we can provide no assurance that Aurora Innovation’s internal controls and procedures over financial reporting of the post-Business Combination Company will be effective.

You may not have the same benefits as an investor in an underwritten public offering.

The Business Combination and the transactions described in this proxy statement/prospectus are not an underwritten initial public offering of Aurora Innovation’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combination transactions and spin-offs, in connection with the Business Combination, you will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer also will deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings.

In contrast, RTPY and Aurora each have engaged a financial advisor (rather than underwriters) in connection with the Business Combination. While such financial advisors or their respective affiliates may act as underwriters in underwritten public offerings, the role of a financial advisor differs from that of an underwriter. For example, financial advisors do not act as intermediaries in the public sale of securities and therefore do not face the same potential liability under the U.S. securities laws as underwriters. As a result, financial advisors typically do not undertake the same level of, or any, due diligence investigation of the issuer as is typically undertaken by underwriters.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-Closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-Closing trading of Aurora Innovation common stock on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of shares of Aurora Innovation common stock or helping to stabilize, maintain or affect the public price of Aurora Innovation common stock following the Closing. All of these differences from an underwritten public offering of Aurora’s securities could result in a more volatile price for Aurora Innovation common stock.

Further, while we and Aurora do intend to conduct a “roadshow” prior to the opening of initial post-Closing trading of Aurora Innovation common stock on Nasdaq, the roadshow will not be the same as a traditional one

 

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conducted in connection with an underwritten initial public offering. There can be no guarantee that any information made available through such roadshow, in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional roadshow conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to Aurora Innovation common stock or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for Aurora Innovation common stock.

In addition, our initial shareholders, including our Sponsor, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to our shareholders and that would not be present in an underwritten public offering of Aurora’s securities. See “—Since the Sponsor and RTPY’s directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Business Combination with Aurora is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our business combination is not completed.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Aurora became a publicly listed company through an underwritten initial public offering instead of upon completion of the Merger.

Risks Related to Our Securities Following the Business Combination and Aurora Innovation Operating as a Public Company

We will incur significant increased expenses and administrative burdens as a public company, which could materially and adversely affect our business, prospects, financial condition and results of operations.

We face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Exchange Act, Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the Public Company Accounting Oversight Board and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require us to carry out activities Aurora has not done previously. For example, we created new board committees and have adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. In addition, we have obtained director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on the Aurora Innovation Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Aurora Innovation’s management has limited experience in operating a public company.

Aurora Innovation’s executive officers have limited experience in the management of a publicly traded company. Aurora Innovation’s management team may not successfully or effectively manage our transition to a

 

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public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the Company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

Nasdaq may not list Aurora Innovation’s securities on its exchange, which could limit investors’ ability to make transactions in Aurora Innovation’s securities and subject Aurora Innovation to additional trading restrictions.

In connection with the Business Combination, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements. We will apply to have Aurora Innovation’s securities listed on Nasdaq upon consummation of the Business Combination.

We cannot assure you that we will be able to meet all initial listing requirements. Even if Aurora Innovation’s securities are listed on Nasdaq, Aurora Innovation may be unable to maintain the listing of its securities on Nasdaq or another national securities exchange in the future.

If Aurora Innovation fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, Aurora would not be required to consummate the Business Combination. In the event that Aurora elected to waive this condition, and the Business Combination was consummated without Aurora Innovation’s securities being listed on Nasdaq or on another national securities exchange, Aurora Innovation could face significant material adverse consequences, including:

 

   

a limited availability of market quotations for Aurora Innovation’s securities;

 

   

reduced liquidity for Aurora Innovation’s securities;

 

   

a limited amount of news and analyst coverage; and

 

   

a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If Aurora Innovation’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

The terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment.

The warrants were issued in registered form under the Warrant Agreement, between us and Continental Stock Transfer & Trust Company, as warrant agent. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then

 

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outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Aurora Innovation common stock purchasable upon exercise of a warrant.

Failure to timely and effectively build our accounting systems to effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.

As a public company, we are required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of a private company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether our internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

To manage the expected growth of our operations and increasing complexity, we will need to improve our operational and financial systems, procedures, and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will affect our reporting. Our current and planned systems, procedures and controls may not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our future operations and expected growth. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our partners, cause harm to our reputation and brand and could also result in errors in our financial and other reporting.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We will remain an emerging growth company until the earliest of (i) the day we are deemed to be a large accelerated filer, which, in addition to certain other criteria, means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more during such fiscal year, (iii) the date on which we have issued more than $1 billion in non-convertible debt in the prior three-year period and (iv) December 31, 2026. Investors may find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

 

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In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such an extended transition period and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Risks Related to Ownership of Our Shares

Our Proposed Bylaws will designate a state or federal court located within the State of Delaware and the federal district courts of the United States as the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.

Our Proposed Bylaws, which will become effective immediately prior to the completion of this offering, will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, or (iv) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware), in all cases subject to the court having jurisdiction over indispensable parties named as defendants. Our amended and restated bylaws further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaints asserting a cause of action arising under the Securities Act of 1933, as amended, or the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to this provision. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. This exclusive forum provision will not apply to any causes of action arising under the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Further, the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. For example, the Court of Chancery of the State of Delaware recently determined that a provision stating that U.S. federal district courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. However, this decision may be reviewed and ultimately overturned by the Delaware Supreme Court. If a court were to find either exclusive forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our results of operations.

 

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Charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our Proposed Certificate of Incorporation and Proposed Bylaws contain provisions that could delay or prevent a change in control of Aurora Innovation. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include:

 

   

authorizing our Board of Directors to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control;

 

   

certain of Aurora Innovation’s shareholders, including Aurora’s Founders, hold sufficient voting power to control voting for election of directors and amend our Certificate of Incorporation;

 

   

prohibiting cumulative voting in the election of directors;

 

   

providing that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum;

 

   

limiting the liability of, and the indemnification of, our directors and officers;

 

   

prohibiting the adoption, amendment or repeal of our Proposed Bylaws or the repeal of the provisions of our Certificate of Incorporation regarding the election and removal of directors without the required approval of at least two-thirds of the shares entitled to vote at an election of directors;

 

   

enabling our Board of Directors to amend the bylaws, which may allow our Board of Directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and

 

   

prohibiting stockholder action by written consent;

 

   

limiting the persons who may call special meetings of stockholders; and

 

   

requiring advance notification of stockholder nominations and proposals, which could preclude Stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our Board of Directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect RTPY’s own slate of directors or otherwise attempting to obtain control of us.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, which is responsible for appointing the members of our management. In addition, the provisions of Section 203 of the DGCL govern Aurora. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with Aurora for a certain period of time without the consent of its Board of Directors.

These and other provisions in our Proposed Certificate of Incorporation and Proposed Bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of Aurora Innovation common stock and result in the market price of Aurora Innovation common stock being lower than it would be without these provisions. For more information, see the section of this registration statement captioned “Description of Capital Stock—Delaware Anti-Takeover Law and Certificate of Incorporation and Bylaw Provisions.”

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our Proposed Certificate of Incorporation and Proposed Bylaws provides that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law.

 

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In addition, as permitted by Section 145 of the DGCL, our Bylaws and our indemnification agreements that we entered into with our directors and officers provide that:

 

   

We will indemnify our directors and officers for serving Aurora Innovation in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

 

   

We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

 

   

We will be required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

 

   

We will not be obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against Aurora or our other indemnitees, except with respect to proceedings authorized by our Board of Directors or brought to enforce a right to indemnification;

 

   

the rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

 

   

We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock and do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our Board. Accordingly, investors must rely on sales of Aurora Innovation common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of Aurora Innovation’s common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Aurora Innovation may be the target of this type of litigation in the future. Securities litigation against Aurora Innovation could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm its business.

Future resales of common stock after the consummation of the Business Combination may cause the market price of Aurora Innovation’s securities to drop significantly, even if Aurora Innovation’s business is doing well.

After the consummation of the Business Combination and subject to certain exceptions, the Sponsor and the Aurora Stockholders will be contractually restricted from selling or transferring any of its shares of common stock (not including the shares of Aurora Innovation common stock issued in the PIPE Investment pursuant to the terms of the Subscription Agreements or purchased in the public market) (the “Lock-up Shares”) for certain periods of time. Under the Registration Rights Agreement, such lock-up restrictions applicable to the Lock-up Parties’ (as defined in the Registration Rights Agreement) Lock-up Shares (as defined in the Registration Rights Agreement) begin at the Closing and end in tranches of 25% of the Lock-Up Parties’ Lock-up Shares at each of

 

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(i) the one year anniversary of Closing, (ii) the two-year anniversary of the Closing, (iii) the three-year anniversary of the Closing and (iv) the four-year anniversary of the Closing. Notwithstanding the foregoing, (i) each of Mr. Urmson, Mr. Anderson and Mr. Bagnell may sell Registrable Securities (as defined in the Registration Rights Agreement) following the initial six months after the Closing up to an amount of $25 million each and (ii) if, after Closing, Aurora Innovation completes a transaction that results in a change of control, the Lock-Up Parties’ Lock-up Shares are released from restriction immediately prior to such change of control. Under the Sponsor Agreement, the Sponsor’s lock-up Shares are subject to the same releases as the Lock-Up Parties’ Lock-up Shares, except the Sponsor’s Lock-up Shares do not contain the right to sell Registrable Shares held by Mr. Urmson, Mr. Anderson and Mr. Bagnell, as described in the previous sentence.

Under the Proposed Bylaws, all shares held by Aurora Stockholders immediately prior to the closing shall be subject to a lock-up that will begin at the Closing and end on the date that is 180 days following the Closing.

However, following the expiration of each lockup, the applicable stockholders will not be restricted from selling shares of Aurora Innovation’s common stock held by them, other than by applicable securities laws. Additionally, the Third Party PIPE Investors will not be restricted from selling any of their shares of Aurora Innovation common stock following the closing of the Business Combination, other than by applicable securities laws. As such, sales of a substantial number of shares of Aurora Innovation common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Aurora Innovation common stock. Upon completion of the Business Combination, the Sponsor and the Aurora Stockholders will collectively own approximately 89.7% of the outstanding shares of Aurora Innovation common stock (including the shares of Aurora common 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 common stock), assuming that no additional public shareholders redeem their public shares in connection with the Business Combination. Assuming redemption of approximately 39.7 million public shares are redeemed in connection with the Business Combination, in the aggregate, the ownership of the Sponsor and the Aurora Stockholders would rise to 94.5% of the outstanding shares of Aurora Innovation common stock (including the shares of Aurora common 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 common stock).

As restrictions on resale end and registration statements (filed after the Closing to provide for the resale of such shares from time to time) are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in Aurora Innovation’s share price or the market price of Aurora Innovation common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The market price and trading volume of our common stock may be volatile and could decline significantly.

The stock markets, including Nasdaq on which we list our shares of Aurora Innovation Class A common stock, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for our Aurora Innovation Class A common stock, the market price of our Aurora Innovation Class A common stock may be volatile and could decline significantly. In addition, the trading volume in our Aurora Innovation Class A common stock may fluctuate and cause significant price variations to occur. If the market price of our Aurora Innovation Class A common stock declines significantly, you may be unable to resell your shares at an attractive price (or at all). We cannot assure you that the market price of our Aurora Innovation Class A common stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

 

   

the realization of any of the risk factors presented in this prospectus;

 

   

changes in the industries in which Aurora Innovation and its customers operate;

 

   

developments involving Aurora Innovation’s competitors;

 

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changes in laws and regulations affecting its business;

 

   

actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, Adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition;

 

   

additions and departures of key personnel;

 

   

failure to comply with the requirements of Nasdaq;

 

   

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

 

   

future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities;

 

   

publication of research reports by securities analysts about Aurora Innovation or its competitors or its industry;

 

   

the public’s reaction to Aurora Innovation’s press releases, its other public announcements and its filings with the SEC;

 

   

actions by stockholders, including the sale by the Third Party PIPE Investors of any of their shares of Aurora Innovation common stock;

 

   

the performance and market valuations of other similar companies;

 

   

commencement of, or involvement in, litigation involving us;

 

   

broad disruptions in the financial markets, including sudden disruptions in the credit markets;

 

   

speculation in the press or investment community;

 

   

actual, potential or perceived control, accounting or reporting problems;

 

   

changes in accounting principles, policies and guidelines; and

 

   

other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, war, acts of terrorism or responses to these events.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on us.

The dual class structure of Aurora Innovation common stock has the effect of concentrating voting control with the Aurora Founders. This will limit or preclude your ability to influence corporate matters, including the outcome of important transactions, including a change in control.

Aurora Innovation Class B common stock has 10 votes per share, and Aurora Innovation Class A common stock, has one vote per share. Upon the Closing, the Aurora Founders will together own no shares of the Aurora Innovation Class A common stock and 245,166,203 shares of the Class B common stock, representing 43.1% of the voting control of Aurora Innovation. Therefore, the Aurora Founders, individually or together, will be able to significantly influence matters submitted to our stockholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. The Aurora Founders, individually or together, may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of Aurora Innovation Class A common stock.

 

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Future transfers by the holders of Aurora Innovation Class B common stock will generally result in those shares converting into shares of Aurora Innovation Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. In addition, each share of Aurora Innovation Class B common stock will convert automatically into one share of Aurora Innovation Class A common stock upon (i) the date specified by affirmative written election of the holders of two-thirds of the then-outstanding shares of Aurora Innovation Class B common stock, (ii) the date set by our board of directors that is no less than 61 days and no more than 180 days following the date on which the shares of Aurora Innovation Class B common stock held by the Aurora Founders and their permitted entities and permitted transferees represent less than 20% of the Aurora Innovation Class B common stock held by the Aurora Founders and their permitted entities as of immediately following the closing of the Business Combination or (iii) nine months after the death or total disability of the last to die or become disabled of the Aurora Founders, or such later date not to exceed a total period of 18 months after such death or disability as may be approved by a majority of our independent directors. For information about our dual class structure, see the section titled “Description of Capital Stock.”

Our actual financial position and results of operations may differ materially from the unaudited pro forma condensed combined financial information included in this prospectus.

The unaudited pro forma condensed combined financial information included in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, nor is it indicative of our future financial position or results of operations. The unaudited pro forma adjustments represent our management’s estimates based on information available and are subject to change as additional information becomes available and analyses are performed. We are also determining the appropriate accounting treatment for the Remaining Sponsor Shares as of the date of the Business Combination, and during the period beginning on the date that is six months following the consummation of the Business Combination and ending five years after such period begins, the Earn Out Period, specifically, whether the fair value of the potentially issuable Remaining Sponsor Shares will be classified as a component of stockholders’ equity or as a liability. We expect to complete this evaluation in advance of the filing of our Form 10-K for the year ended December 31, 2021. For the purposes of preparing the unaudited pro forma condensed consolidated financial information we have accounted for the potential Remaining Sponsor Shares as a component of stockholders’ equity (deficit). Under this method of accounting the fair value of the potentially issuable Remaining Sponsor Shares on the date of the Business Combination is reflected as both an addition to, and reduction of, additional paid-in capital, thus having no impact on total stockholders’ equity (deficit). Under the alternative accounting conclusion, the fair value of the potentially issuable Remaining Sponsor Shares on the date of the Business Combination would be accounted for as a liability, and remeasured each period, with changes in fair value impacting earnings. While we have not determined the fair value of the potentially issuable Remaining Sponsor Shares as of the date of the Business Combination or any subsequent period (as such valuation requires complex modeling and significant judgments which have not been finalized) management of the Company does expect such amount to be material. Accordingly, if this method of accounting were applied in the accompanying unaudited pro forma condensed combined balance sheet it would result in a material reduction in pro forma stockholders’ equity and a corresponding increase to pro forma total liabilities. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We cannot predict the impact our dual class structure may have on our stock price.

We cannot predict whether our dual class structure will result in a lower or more volatile market price of Aurora Innovation Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell and S&P Dow Jones announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Beginning in 2017, MSCI, a leading stock index provider, opened

 

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public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. Under the announced policies, our dual class capital structure would make us ineligible for inclusion in certain indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Because of our dual class structure, we will likely be excluded from certain of these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make Aurora Innovation Class A common stock less attractive to other investors. As a result, the market price of Aurora Innovation Class A common stock could be adversely affected.

The exercise of warrants for Aurora Innovation common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. Such dilution will increase if more of our shares are redeemed.

As of June 30, 2021, we had warrants to purchase an aggregate of 21,118,750 shares of RTPY ordinary shares outstanding, comprising 12,218,750 public warrants and 8,900,000 private placement warrants. These warrants will become exercisable at any time commencing 30 days after the completion of the Business Combination. The likelihood that those warrants will be exercised increases if the trading price of shares of Aurora Innovation common stock exceeds the exercise price of the warrants. The exercise price of these warrants is $11.50 per share.

Based on the closing price of $1.45 per warrant on Nasdaq on October 4, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the public warrants and the private placement warrants have an aggregate market value of approximately $30.62 million (including approximately $7.19 million for approximately 4,961,603 warrants that may be retained by redeeming shareholders in the Maximum Redemption Scenario). However, there is no guarantee that the warrants will ever be in the money after they become exercisable and prior to their expiration, and as such, the warrants may expire worthless.

To the extent the warrants are exercised, additional shares of Aurora Innovation common stock will be issued, which will result in dilution to the holders of Aurora Innovation common stock and increase the number of shares eligible for resale in the public market. The dilution, as a percentage of outstanding shares, caused by the exercise of the warrants will increase if a large number of our shareholders elect to redeem their shares in connection with the Business Combination. Holders of warrants do not have a right to redeem the warrants. Further, the redemption of RTPY public shares without any accompanying redemption of public warrants will increase the dilutive effect of the exercise of public warrants. Sales of substantial numbers of shares issued upon the exercise of warrants in the public market or the potential that such warrants may be exercised could also adversely affect the market price of Aurora Innovation common stock.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

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

 

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(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 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 October 4, 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 $9.93 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.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or the market in which we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our shares of common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our shares of Aurora Innovation Class A common

 

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stock would likely decline. If any analyst who may cover us were to cease our coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Future issuances of debt securities and equity securities may adversely affect us, including the market price of our Aurora Innovation Class A common stock and may be dilutive to existing stockholders.

In the future, we may incur debt or issue equity ranking senior to the Aurora Innovation Class A common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the Aurora Innovation Class A common stock. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of Aurora Innovation Class A common stock and be dilutive to existing stockholders.

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.

If we fail to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

Following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Aurora Innovation’s capital stock. Accordingly, the valuation ascribed to Aurora Innovation in the Business Combination may not be indicative of the price that will be implied in the trading market for our securities following the Business Combination. If an active market for our securities develops and continues after the Business Combination, the trading price of such securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them or that were implied by the conversion of the Aurora Innovation securities you owned into our securities as a result of the Business Combination. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

 

   

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

 

   

changes in the market’s expectations about our results of operations;

 

   

success of competitors;

 

   

our results of operations failing to meet the expectation of securities analysts or investors in a particular period;

 

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changes in financial estimates and recommendations by securities analysts concerning the Company or the self-driving technology industry in general;

 

   

operating and share price performance of other companies that investors deem comparable to the Company;

 

   

our ability to bring our products and technologies to market on a timely basis, or at all;

 

   

changes in laws and regulations affecting our business;

 

   

our ability to meet compliance requirements;

 

   

commencement of, or involvement in, litigation involving the Company;

 

   

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

 

   

the volume of shares of common stock available for public sale;

 

   

any major change in our Board or management;

 

   

sales of substantial amounts of the shares of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and

 

   

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could materially and adversely affect our business, prospects, financial condition and results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Risks Related to the Consummation of the Domestication

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to RTPY prior to the consummation of the Business Combination and Aurora Innovation following the consummation of the Business Combination.

The Domestication may result in adverse tax consequences for holders of RTPY Class A ordinary shares and warrants.

U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) may be subject to U.S. federal income tax as a result of the Domestication. Because the Domestication will occur immediately prior to the redemption of RTPY Class A ordinary shares, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of the Domestication. Additionally, non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations” below) may become subject to withholding tax on any amounts treated as dividends paid on Aurora Innovation common stock after the Domestication.

A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) RTPY Class A ordinary shares with a fair market value of less than $50,000 on the date of the Domestication will generally not recognize any gain or loss and will generally not be required to include any part of our earnings in income. A U.S. Holder who on the day of the Domestication beneficially owns (actually or constructively) RTPY Class A ordinary shares with a fair market value of $50,000 or more, but less than 10% of the total combined

 

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voting power of all classes of RTPY stock entitled to vote and less than 10% or more of the total value of all classes of RTPY stock, will generally recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its RTPY Class A ordinary shares for Aurora Innovation common stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations 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 the RTPY Class A ordinary shares held directly by such U.S. Holder. A U.S. Holder who on the day of the Domestication beneficially 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 the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the RTPY Class A ordinary shares held directly by such U.S. Holder.

Additionally, proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that, a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging warrants for newly issued warrants in the Domestication) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Because we are a blank check company with no current active business, we believe that it is likely that RTPY is classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of RTPY Class A ordinary shares to recognize gain on the exchange of RTPY Class A ordinary shares for Aurora Innovation common stock pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s RTPY Class A ordinary shares. Proposed Treasury Regulations, if finalized in their current form would also apply to a U.S. Holder who exchanges RTPY warrants for newly issued Aurora Innovation warrants; currently, however, the election mentioned above does not apply to RTPY warrants (for discussion regarding the unclear application of the PFIC rules to RTPY warrants, see “U.S. Federal Income Tax Considerations—PFIC Considerations”). Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of RTPY. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

Upon consummation of the Business Combination, the rights of holders of Aurora Innovation common stock arising under the DGCL as well as Proposed Organizational Documents will differ from and may be less favorable than the rights of holders of RTPY Class A ordinary shares arising under the Cayman Islands Companies Act as well as our current memorandum and articles of association.

Upon consummation of the Business Combination, the rights of holders of Aurora Innovation common stock will arise under the Proposed Organizational Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in our current memorandum and articles of association and the Cayman Islands Companies Act and, therefore, some rights of holders of Aurora Innovation common stock could differ from the rights that holders of RTPY Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that Aurora Innovation becomes involved in costly litigation, which could have a material adverse effect on Aurora Innovation.

In addition, there are differences between the new organizational documents of Aurora Innovation and the current constitutional documents of RTPY. For a more detailed description of the rights of holders of Aurora Innovation common stock and how they may differ from the rights of holders of RTPY Class A ordinary shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Certificate of Incorporation and the Proposed Bylaws of Aurora Innovation are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus and we urge you to read them.

 

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Risks if the Adjournment Proposal is Not Approved

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to RTPY prior to the consummation of the Business Combination and Aurora Innovation following the consummation of the Business Combination.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination and the Domestication, our board of directors will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved, and, therefore, the Business Combination may not be consummated.

Our Board of Directors is seeking approval to adjourn the extraordinary general meeting to a later date or dates if, at the extraordinary general meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, our board of directors will not have the ability to adjourn the extraordinary general meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.

Risks if the Domestication and the Business Combination are not Consummated

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to RTPY prior to the consummation of the Business Combination and Aurora Innovation following the consummation of the Business Combination.

If we are not able to complete the Business Combination with Aurora by the Liquidation Date nor able to complete another business combination by such date, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the COVID-19 pandemic continues in the U.S. and, while the extent of the impact of the outbreak on RTPY will depend on future developments, it could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact Aurora Innovation’s business following the Business Combination.

If RTPY is not able to complete the Business Combination with Aurora by the Liquidation Date, nor able to complete another business combination by such date, 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 RTPY’s remaining shareholders and its board, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive approximately $10.00 per share and our warrants will expire worthless.

 

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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or public warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of (1) our completion of an initial business combination (including the Closing), and then only in connection with those public shares that such public shareholder properly elected to redeem, subject to certain limitations; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents to (A) modify the substance and timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of the public shares if we do not complete a business combination by the Liquidation Date or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of the public shares if we have not completed an initial business combination by the Liquidation Date, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of public warrants will not have any right to the proceeds held in the trust account with respect to the public warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or public warrants, potentially at a loss.

If we have not completed our initial business combination, our public shareholders may be forced to wait until after the Liquidation Date before redemption from the trust account.

If we have not completed our initial business combination by the Liquidation Date, we will distribute the aggregate amount then on deposit in the trust account (less up to $100,000 of the net interest to pay dissolution expenses and which interest shall be net of taxes payable), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the trust account shall be affected automatically by function of the Cayman Constitutional Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Islands Companies Act. In that case, investors may be forced to wait beyond the Liquidation Date, before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our Cayman Constitutional Documents and only then in cases where investors have properly sought to redeem their public shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our Cayman Constitutional Documents prior thereto.

If the net proceeds of our initial public offering not being held in the trust account are insufficient to allow us to operate through to the Liquidation Date and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 per share, and our warrants will expire worthless.

As of June 30, 2021, RTPY had cash of $ 977,543,775 held outside the trust account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of June 30, 2021, RTPY had total current liabilities of $848,884.