Filed by Reinvent Technology Partners Y
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Aurora Innovation, Inc.
Commission File No. 001-40216
Insider Trading FAQs
While you are in possession of material nonpublic information about a company (including partners and suppliers of Aurora) that you obtained in the course of performing services for Aurora, you may not, directly or indirectly, (a) buy, sell or engage in other transactions in securities of that company, or (b) disclose to others or benefit from or take advantage of that information (for example, by recommending transactions in that companys securities). This document is intended to address certain frequently asked questions that may arise in relation to insider information.
What can I share with friends, family and acquaintances?
The best advice we can give you, is to respond to ALL questions from friends and strangers by directing them to our website. Dont discuss any specific information about how the company is doing, what your goals are, whats about to be launched or anything else that relates to the company or the transaction.
Can I buy stock in Reinvent?
Currently, you may not purchase shares in Reinvent Technology Partners Y (the SPAC were merging with). Once we go public, you will be able to purchase shares in Aurora on the open market, subject to the limitations set forth in our insider trading policy and other applicable policies and procedures. We will provide more information when we are closer to the closing of the transaction.
What is material non-public information?
Material non-public information is any information about a company that has not reached the general marketplace and that would be important to investors who are deciding whether to trade its securities. A few examples of non-public information that could be considered material include significant contracts, financial forecasts or earnings estimates, major management changes, proposed mergers, acquisitions, or dispositions, major litigation, securities offerings, stock splits, or repurchases of company securities. Please inquire with Jessica McBride if you have any questions about whether information you possess would constitute material non-public information.
When is information considered public?
Information becomes public when it is generally available. For example, information becomes public after it has been disclosed in an SEC filing or announced via a press release that is carried by a major wire service. However, even after information becomes generally available, employees are encouraged to wait at least two (2) full trading days before considering it public for trading purposes.
Do the restrictions on insider trading apply only to employees?
The law applies to officers, directors, employees, and agents of the company, as well as suppliers and consultants who have special access to such information. The law also applies to spouses, children, and anyone else in an employees home. Anyone can be an insider if he/she is trading securities on material non-public information.
I often speak about business with my spouse, thats not a problem, is it? I only occasionally reveal non-public information, and my spouse knows not to tell anyone else.
This could result in criminal prosecution if your spouse were to use material non-public information that is learned through your employment at Aurora to buy or sell securities, or if your spouse shares the information with someone else and that person buys or sells the companys securities. You should not disclose any non-public information to anyone outside of Aurora unless they are subject to appropriate contractual non-use and nondisclosure obligations.
I would never trade on inside information, but what if I give my dad a tip just before a big news release can he get in trouble?
Yes. Legally, you cannot leak material non-public information to others who trade on the basis of such information. This could lead to criminal prosecution for illegal insider trading.
Im involved with a project at work performing due diligence on ABC Company, which we are likely to acquire or partner with. The transaction will cause ABC Companys stock to increase substantially. Can I trade ABC Company stock?
No. The prohibition against insider trading extends to the securities of any other organization with which we do business if the employee gains the information at work.
These are a lot of rules. How will I ever know whether I can trade in Aurora securities?
To assist you in analyzing any proposed trade, please contact Jessica McBride, Senior Counsel.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Reinvent Technology Partners Y (Reinvent) and Aurora Innovation, Inc. (Aurora). These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan, may, should, will, would, will be, continue, likely, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect the price of Reinvents securities, (ii) the risk that
the proposed transaction may not be completed by Reinvents business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Reinvent, (iii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the Agreement and Plan of Merger, dated as of July 14, 2021 (the Merger Agreement), by and among Reinvent, Aurora and Reinvent Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Reinvent, by the shareholders of Reinvent, the satisfaction of the minimum cash condition following redemptions by Reinvents public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the inability to complete the PIPE investment in connection with the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vi) the effect of the announcement or pendency of the proposed transaction on Auroras business relationships, operating results and business generally, (vii) risks that the proposed transaction disrupts current plans and operations of Aurora and potential difficulties in Aurora employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings or other disputes that may be instituted against Aurora or against Reinvent related to the Merger Agreement or the proposed transaction or otherwise, (ix) the ability to maintain the listing of Reinvents securities on a national securities exchange, (x) the price of Reinvents securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Reinvent plans to operate or Aurora operates, variations in operating performance across competitors, changes in laws and regulations affecting Reinvents or Auroras business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xii) the risk of downturns and a changing regulatory landscape in the highly competitive self-driving industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factors section of Reinvents registration statement on Form S-1 (File No. 333-253075), its Quarterly Report on Form 10-Q for the period ended March 31, 2021, the registration statement on Form S-4 discussed below and other documents filed by Reinvent from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Reinvent, Sequoia and Aurora assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Reinvent nor Aurora gives any assurance that either Reinvent or Aurora or the combined company will achieve its expectations.
Additional Information and Where to Find It
This document relates to a proposed transaction between Reinvent and Aurora. This document is not a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Reinvent has filed a registration statement on Form S-4 with the SEC (333-257912), which includes a preliminary prospectus and proxy statement of Reinvent, referred to as a proxy statement/prospectus. A final proxy statement/prospectus will be sent to all Reinvent shareholders. Reinvent also will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Reinvent are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Reinvent through the website maintained by the SEC at www.sec.gov.
The documents filed by Reinvent with the SEC also may be obtained free of charge at Reinvents website at https://y.reinventtechnologypartners.com or upon written request to 215 Park Avenue, Floor 11 New York, NY.
Participants in Solicitation
Reinvent and Aurora and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Reinvents shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of Reinvent and Aurora and information regarding their interests in the proposed transaction are set forth in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.