Uber (UBER) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on August 7, 2020

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

UBER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

1455 Market Street, 4th Floor
San Francisco, California 94103
(415) 612-8582

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Nelson Chai

Chief Financial Officer
Uber Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, California 94103
(415) 612-8582

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and upon completion of the transaction described in the enclosed consent solicitation statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said section 8(a), may determine.

The information in this consent solicitation statement/prospectus is not complete and may be changed. We may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement (of which this preliminary consent solicitation statement/prospectus is a part), as filed with the Securities and Exchange Commission, is effective. This preliminary consent solicitation statement/prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any state where the offer or sale is not permitted.

PRELIMINARY CONSENT SOLICITATION STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION
DATED AUGUST 7, 2020

CONSENT SOLICITATION STATEMENT OF POSTMATES INC. AND PROSPECTUS OF UBER TECHNOLOGIES, INC.

To Stockholders of Postmates Inc.:

As you may be aware, Postmates Inc. (“Postmates”) entered into an Agreement and Plan of Merger, dated as of July 5, 2020 (the “merger agreement”), with Uber Technologies, Inc. (“Uber”) and two of Uber’s wholly owned subsidiaries, pursuant to which, through two successive mergers, Postmates will become a wholly owned subsidiary of Uber (collectively, the “mergers”). Pursuant to the merger agreement, Postmates will amend its eighth amended and restated certificate of incorporation (the “Postmates certificate”) to make certain changes to the liquidation preference for the shares of its Series G preferred stock (“Postmates Series G preferred stock”) in connection with the mergers, as set forth in the certificate of amendment to the Postmates certificate (the “Postmates certificate amendment”). The transactions contemplated by the merger agreement, including the mergers and the Postmates certificate amendment, are collectively referred to as the “transaction.”

The aggregate consideration to be paid by Uber will be approximately $2.65 billion, subject to certain adjustments set forth in the merger agreement, consisting of shares of Uber common stock (the “Uber common stock”), based on a fixed price of $31.45 per share, which represents the volume weighted average closing sale price per share of Uber common stock on the New York Stock Exchange (the “NYSE”) for the 10 consecutive trading days ending on and including June 29, 2020.

Uber common stock is traded on the NYSE under the symbol “UBER.” On [            ], 2020, the most recent practicable date prior to the printing of the accompanying consent solicitation statement/prospectus, the last reported sale price of Uber common stock on the NYSE was $[           ].

The board of directors of Postmates (the “Postmates board”) has considered the transaction and the terms of the merger agreement and has unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. However, (a) the adoption of the merger agreement requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates common stock (“Postmates common stock”) and Postmates preferred stock (“Postmates preferred stock” and, together with Postmates common stock, “Postmates capital stock”) (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, and (iii) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon (the foregoing clauses (i), (ii) and (iii), collectively, the “Postmates stockholder approval”), and (b) the adoption of the Postmates certificate amendment requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (iii) the holders of at least a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) entitled to vote thereon and (iv) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon (the foregoing clauses (i), (ii), (iii) and (iv), collectively, the “Postmates certificate amendment approval”).

The Postmates stockholder approval and the Postmates certificate amendment approval are required for the transaction to close, and you are being sent this document to ask you to approve the adoption of the merger agreement and the Postmates certificate amendment by executing and returning the written consent furnished with the accompanying consent solicitation statement/prospectus.

The Postmates board has set [          ], 2020 as the record date (the “record date”) for determining Postmates stockholders entitled to execute and deliver written consents with respect to this solicitation. If you are a holder of Postmates capital stock on the record date, you are urged to complete, date and sign the enclosed written consent and promptly return it to Postmates. See the section entitled “Solicitation of Written Consents” beginning on page 48 of the accompanying consent solicitation statement/prospectus.

Subsequent to the execution of the merger agreement, Uber and certain stockholders of Postmates, representing approximately [          ]% of the outstanding shares of Postmates capital stock, approximately [          ]% of the outstanding shares of Postmates common stock and approximately [          ]% of the outstanding shares of Postmates preferred stock, including [          ]% of the outstanding shares of Postmates Series G preferred stock, in each case as of the record date, entered into a support agreement (the “support agreement”) under which they have agreed, promptly (and in any event within two business days) after the registration statement of which the accompanying consent solicitation statement/prospectus forms a part is declared effective by the Securities and Exchange Commission (the “SEC”), to execute and deliver written consents approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of their shares of Postmates capital stock entitled to act by written consent with respect thereto. The execution and delivery of written consents by all parties to the support agreement will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

No vote of Uber stockholders is required to complete the transaction.

We encourage you to read carefully the accompanying consent solicitation statement/prospectus and the documents incorporated by reference into the accompanying consent solicitation statement/prospectus in their entirety, including the section entitled “Risk Factors” beginning on page 25 of the accompanying consent solicitation statement/prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying consent solicitation statement/prospectus, or determined if the accompanying consent solicitation statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying consent solicitation statement/prospectus is dated [          ], 2020, and is first being mailed to Postmates stockholders on or about [          ], 2020.

	Bastian Lehmann
	President and Chief Executive Officer

Postmates Inc.
201 3rd Street, Suite 200
San Francisco, CA 94103

Notice of Solicitation of Written Consent

To Stockholders of Postmates Inc.:

Pursuant to an Agreement and Plan of Merger, dated as of July 5, 2020 (the “merger agreement”), by and among Uber Technologies, Inc. (“Uber”), News Merger Sub Corp., a wholly owned subsidiary of Uber (“Merger Sub”), News Merger Company LLC, a wholly owned subsidiary of Uber (“Merger Company”), and Postmates Inc. (“Postmates”), Merger Sub will be merged with and into Postmates (the “first merger”), with Postmates continuing as the surviving corporation and a wholly owned subsidiary of Uber, and immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company (the “second merger” and, together with the first merger, the “mergers”), with Merger Company continuing as the surviving company and a wholly owned subsidiary of Uber. Pursuant to the merger agreement, Postmates will amend its eighth amended and restated certificate of incorporation (the “Postmates certificate”) to make certain changes to the liquidation preference for the shares of its Series G preferred stock in connection with the mergers, as set forth in the certificate of amendment to the Postmates certificate (the “Postmates certificate amendment”). The transactions contemplated by the merger agreement, including the mergers and the Postmates certificate amendment, are collectively referred to as the “transaction.”

The accompanying consent solicitation statement/prospectus is being delivered to you on behalf of the board of directors of Postmates (the “Postmates board”) to request that Postmates stockholders as of the record date of [          ], 2020 approve the adoption of the merger agreement and the Postmates certificate amendment by executing and returning the written consent furnished with the accompanying consent solicitation statement/prospectus.

The accompanying consent solicitation statement/prospectus describes the merger agreement, the transaction and the actions to be taken in connection with the transaction and provides additional information about the parties involved. Please give this information your careful attention. Copies of the merger agreement and the Postmates certificate amendment are attached as Annex A and Annex C, respectively, to the accompanying consent solicitation statement/prospectus.

A summary of the appraisal and dissenters’ rights that may be available to you is described in “Appraisal and Dissenters’ Rights” beginning on page 110 of the accompanying consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal or dissenters’ rights you must not sign and return a written consent approving the adoption of the merger agreement. However, so long as you do not return a written consent at all, it is not necessary to affirmatively vote against or disapprove the adoption of the merger agreement. In addition, you must take all other steps necessary to perfect your appraisal or dissenters’ rights.

The Postmates board has considered the transaction and the terms of the merger agreement and unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders.

Please complete, date and sign the written consent furnished with the accompanying consent solicitation statement/prospectus and return it promptly to Postmates by one of the means described in “Solicitation of Written Consents” beginning on page 48 of the accompanying consent solicitation statement/prospectus.

TABLE OF CONTENTS

IMPORTANT NOTE ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS

This consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Uber (File No. 333-[          ]), constitutes a prospectus of Uber under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Uber common stock to be issued to Postmates stockholders pursuant to the merger agreement. This consent solicitation statement/prospectus also constitutes a consent solicitation statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Postmates with respect to the proposals to approve the adoption of the merger agreement and the Postmates certificate amendment.

Neither Uber nor Postmates has authorized anyone to give any information or make any representation about the transaction, Uber or Postmates that is different from, or in addition to, that contained in this consent solicitation statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, neither Uber nor Postmates takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this consent solicitation statement/prospectus.

This consent solicitation statement/prospectus is dated [          ], 2020. The information contained in this consent solicitation statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this consent solicitation statement/prospectus to Postmates stockholders nor the issuance by Uber of common stock pursuant to the merger agreement will create any implication to the contrary.

This consent solicitation statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Uber contained in or incorporated by reference into this consent solicitation statement/prospectus has been provided by Uber, and the information concerning Postmates contained in this consent solicitation statement/prospectus has been provided by Postmates.

Unless otherwise indicated or as the context otherwise requires, all references in this consent solicitation statement/prospectus to:

RISK FACTORS

In reviewing the transaction described in this consent solicitation statement/prospectus, you should consider carefully the following risk factors, together with general investment risks and all of the other information included in, or incorporated by reference into, this consent solicitation statement/prospectus. This consent solicitation statement/prospectus also contains forward-looking statements that involve risks and uncertainties. Please read the section entitled “Special Note Regarding Forward-Looking Statements.”

The risks described below are certain material risks, although not the only risks, relating to the transaction and each of Uber, Postmates and the surviving company in relation to the transaction. The risks described below are not the only risks that Uber or Postmates currently faces or that Uber or the surviving company will face after the completion of the transaction. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect the business, financial condition and results of operations of Uber or the surviving company or the market price of Uber common stock following the completion of the transaction.

If any of the following risks and uncertainties develop into actual events, these events could have a material adverse effect on the business, financial condition and results of operations of Uber, Postmates and/or the surviving company. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Transaction

There is no assurance when or if the transaction will be completed.

The completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, the expiration or termination of the applicable waiting periods under the HSR Act, no law having been enacted, or order or injunction having been issued or granted, by a governmental entity of competent jurisdiction that prohibits the completion of the mergers or results in an unacceptable condition (as defined under “The Merger Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions”), the receipt of the Postmates stockholder approval and the Postmates certificate amendment approval, the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part and the approval for listing on the NYSE of the shares of Uber common stock to be issued in the first merger. There can be no assurance that the expiration or termination of the applicable waiting periods under the HSR Act or the other conditions to the obligations of the parties to effect the mergers will be satisfied or waived. In particular, federal, state or local governmental or regulatory authorities and, in certain instances, private parties may seek to challenge the transaction and/or impose conditions on Uber, Postmates and/or the surviving company as a condition to completion of the transaction under applicable antitrust or other laws. In addition, there can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the transaction will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the transaction, materially reduce or delay the anticipated benefits of the transaction or allow the parties to terminate the merger agreement. For a discussion of the conditions to the completion of the transaction, see the section entitled “The Merger Agreement—Conditions to Completion of the Transaction.” If the transaction, or the integration of the companies’ respective businesses, is not completed within the expected time frame, such delay may materially and adversely affect the synergies and other benefits that Uber and Postmates expect to achieve as a result of the transaction and could result in additional costs or liabilities, loss of revenue and other adverse effects on Uber’s and the surviving company’s business, financial condition and results of operations.

The merger agreement may be terminated in certain circumstances, including, among others, if the first merger has not been completed by the outside date of July 6, 2021 (subject to extension as described in the section entitled “The Merger Agreement—Termination of the Merger Agreement”) or if a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that results in a permanent restraint

that has become final and non-appealable or requires, as a final and non-appealable condition, that Uber, Postmates or any of their respective subsidiaries take any action that would reasonably be expected to result in an unacceptable condition. Uber and Postmates can also mutually agree to terminate the merger agreement at any time prior to the effective time. Uber will be required to pay Postmates a termination fee of $145,750,000 upon termination of the merger agreement in specified circumstances. The merger agreement may also be terminated in circumstances in which such fee will not be payable. In the event that the merger agreement is terminated, the strategic alternatives available to Postmates, including remaining an independent company, and the opportunities available to Postmates to raise capital, including through a private or public equity issuance, may not be as favorable as they would have been in the absence of the transaction and/or may not be as favorable to Postmates and its stockholders as the transaction. See the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

The number of shares of Uber common stock to be received by holders of Postmates capital stock in the transaction will not change between now and the time the transaction is completed for the purpose of reflecting changes in the trading price of Uber common stock. Because the market price of Uber common stock will fluctuate, Postmates stockholders cannot be sure of the value of the shares of Uber common stock they will receive in the transaction.

As a result of the first merger, each share of Postmates capital stock issued and outstanding immediately prior to the effective time (other than cancelled shares or dissenting shares) will be automatically converted into the right to receive a certain number of shares of Uber common stock in accordance with the terms of the merger agreement. The number of shares of Uber common stock to be issued in the first merger will not be adjusted for the purpose of reflecting changes in the trading price of Uber common stock. The exact value of the consideration to Postmates stockholders will therefore depend, among other factors, on the price per share of Uber common stock at the effective time, which may be greater or less than, or the same as, the price per share of Uber common stock at the time of entry into the merger agreement or the date of this consent solicitation statement/prospectus.

Pursuant to the merger agreement and the Postmates amended certificate, in the first merger, the holders of Postmates preferred stock are entitled to receive the greater of (a) the sum of (i) the applicable liquidation preference of such series of Postmates preferred stock under the Postmates amended certificate (equal to $5.2669 per share for the Postmates Series E preferred stock, $7.9791 per share for the Postmates Series F preferred stock and $13.73625 per share for the Postmates Series G preferred stock) plus (ii) any declared (or, in the case of the Postmates Series G preferred stock, accrued) and unpaid dividends thereon and (b) the amount that such share would have otherwise been entitled to receive had all such shares of the applicable series of Postmates preferred stock converted into shares of Postmates common stock immediately prior to the effective time. Under the terms of the Postmates amended certificate, the value of the Uber common stock issued in the first merger will be based on the average of the closing price per share of Uber common stock over the 10 trading day period ending five trading days prior to the closing date. Pursuant to the merger agreement, the consideration payable to holders of Postmates common stock in the first merger is calculated after taking into account the aggregate consideration payable to holders of Postmates preferred stock in the first merger, as described above. Therefore, as a result of the preferential rights of holders of Postmates preferred stock under the Postmates amended certificate relative to holders of Postmates common stock, in certain circumstances, including if the closing price per share of Uber common stock during the trading period referenced above is significantly less than the Uber trading price, the value of the consideration that holders of Postmates common stock are entitled to receive in accordance with the merger agreement and the Postmates amended certificate could be substantially diminished.

The market price of Uber common stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in the businesses, operations and prospects of Uber, the effects of the novel coronavirus (“COVID-19”) pandemic and an evolving regulatory landscape. Market assessments of the benefits of the transaction and the likelihood that the transaction will be completed, as well as general and industry specific market and economic conditions, may also impact the market price of Uber common stock. Many of these factors are beyond Uber’s and Postmates’ control. You should obtain current market price quotations for Uber common stock; however, as noted above, the prices at the effective time may be greater or less than, or the same as, such price quotations.

There has been no public market for Postmates capital stock and the lack of a public market may make it more difficult to determine the fair market value of Postmates than if there were such a public market.

The outstanding shares of Postmates capital stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of Postmates than if the outstanding shares of Postmates capital stock were traded publicly. The value ascribed to Postmates’ securities in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of Postmates capital stock may have traded on a public market. The consideration to be paid to Postmates stockholders in the first merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Postmates capital stock may have traded on a public market.

Postmates’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Postmates stockholders generally.

Certain of the directors and executive officers of Postmates negotiated the terms of the merger agreement. Certain Postmates’ directors and executive officers have interests in the transaction that may be different from, or in addition to, those of Postmates stockholders. These interests include, but are not limited to, the continued employment of certain executive officers of Postmates by Uber following the completion of the transaction, the treatment in the transaction of Postmates equity awards and the severance, indemnification and other rights, as applicable, of Postmates’ directors and executive officers. Postmates’ stockholders should be aware of these interests when they consider the recommendation of the Postmates board in favor of the adoption of the merger agreement and the Postmates certificate amendment.

The members of the Postmates board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the transaction, and in making the Postmates board recommendation. The interests of Postmates’ directors and executive officers are described in more detail in the section of this consent solicitation statement/prospectus entitled “Interests of Postmates’ Directors and Executive Officers in the Transaction.”

If the mergers, taken together, do not qualify as a “reorganization” under Section 368(a) of the Code, U.S. Postmates common stockholders may be required to pay additional U.S. federal income taxes.

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Postmates receive an opinion from counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Such opinion will be based on, among other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinion may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders may be treated as if they sold their Postmates common stock in a fully taxable transaction.

For additional information, see the section entitled “U.S. Federal Income Tax Consequences.” The tax consequences to you of the mergers will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Uber and Postmates are subject to various uncertainties, including litigation and contractual restrictions and requirements while the transaction is pending, that could adversely affect their businesses, financial condition and results of operations.

During the pendency of the transaction, it is possible that customers, restaurants, independent contractor couriers, vendors and/or other persons with whom Uber or Postmates has a business relationship, including the on-trend brands and key social influencers with which Postmates has built business relationships, may elect to use the services of other meal delivery platforms or providers, delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with Uber or Postmates, as the case may be, as a result of the transaction, which could significantly reduce the expected benefits of the transaction and/or negatively affect Uber’s or Postmates’ revenues, earnings and cash flows, as well as the market price of Uber common stock, regardless of whether the transaction is completed. Uncertainty about the effects of the transaction on employees may impair the ability to attract, retain and motivate key personnel during the pendency of the transaction and, if the transaction is completed, for a period of time thereafter. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with Uber following the completion of the transaction, Uber and Postmates may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. Uber and Postmates will also incur significant costs related to the transaction, some of which must be paid even if the transaction is not completed. These costs are substantial and include financial advisory, legal and accounting costs.

Under the terms of the merger agreement, Postmates is also subject to certain restrictions on the conduct of its business prior to the completion of the transaction, which may adversely affect its ability to execute certain of its business strategies, including, among other things, the ability in certain cases to incur indebtedness, make investments or capital expenditures, enter into, amend or terminate material contracts, commence or settle litigation, acquire or dispose of assets or make changes with respect to employee matters, including compensation and benefits matters. Such limitations could adversely affect Postmates’ business, strategy, operations and prospects prior to the completion of the transaction. Uber is also subject to certain restrictions on the conduct of its business prior to the completion of the transaction, including its ability to enter into certain transactions involving mergers, acquisitions or investments.

Also pursuant to the merger agreement, Uber has agreed to make available to Postmates interim financing of up to $100,000,000, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement, and additional interim financing of up to $100,000,000, available on the one-year anniversary of the date of the merger agreement if the transaction has not been completed by such date. However, such interim financing may not be sufficient to meet Postmates’ cash needs. In addition, such interim financing may, if drawn, in part or in whole, (i) offset a portion of the aggregate merger consideration, (ii) offset the amount of the termination fee that may be payable by Uber to Postmates under certain circumstances, (iii) be repayable by Postmates to Uber and/or (iv) be forgiven, in each case in certain circumstances pursuant to the merger agreement.

In addition, Uber, Postmates and their respective affiliates are involved in various disputes, governmental and/or regulatory inspections, investigations and proceedings and litigation matters that arise from time to time. In certain cases, Uber and Postmates are involved in the same, or substantially similar, disputes, inspections, investigations, proceedings and litigation matters, and it is possible that the resolution or outcome of such matters may be affected as a result of the announcement, pendency or completion of the transaction, including because of differences in, or changes resulting from the transaction to, the business practices of Uber and/or Postmates. In addition, it is possible that an unfavorable resolution of any of these matters could adversely affect Uber or Postmates and their respective businesses, financial condition and results of operations.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the transaction.

Litigation relating to the transaction may be filed against the Postmates board and/or the Uber board that could result in substantial costs or delay or prevent the completion of the transaction.

In connection with the transaction, it is possible that stockholders of Postmates and/or Uber may file putative class action lawsuits against the Postmates board and/or the Uber board. Among other remedies, these stockholders could seek damages and/or to enjoin the transaction. The outcome of any litigation is uncertain and any such potential lawsuits could prevent or delay the completion of the transaction and/or result in substantial costs. Any such actions may create uncertainty relating to the transaction and may be distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the transaction is completed may adversely affect Uber’s business, financial condition and results of operations following the completion of the transaction.

The merger agreement contains provisions that restrict the ability of Postmates to pursue alternatives to the transaction.

The merger agreement contains non-solicitation provisions that restrict the ability of Postmates to solicit, knowingly encourage or knowingly facilitate, participate in any discussions or negotiations regarding, or approve, endorse or recommend, any proposal the completion of which would constitute an alternative transaction (as defined under “The Merger Agreement—Covenants and Agreements—No Solicitation by Postmates”) for purposes of the merger agreement. In addition, the merger agreement does not permit Postmates to terminate the merger agreement in order to enter into an agreement providing for, or to complete, such an alternative transaction, even if the alternative transaction provides for the payment of consideration with a higher value per share of Postmates capital stock than the market value of Uber common stock proposed to be received or realized in the transaction. See the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation by Postmates.”

Certain stockholders of Postmates have executed a support agreement that requires each such stockholder to deliver a written consent in favor of the adoption of the merger agreement and the Postmates certificate amendment, which will constitute approval of the transaction by Postmates stockholders, even if the Postmates board changes its recommendation.

Subsequent to the execution of the merger agreement, certain stockholders of Postmates entered into a support agreement with Uber, pursuant to which each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of their shares of Postmates capital stock entitled to act by written consent with respect thereto. The support stockholders are required to deliver such written consents even if the Postmates board changes its recommendation that Postmates stockholders approve each of the proposals. The execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

Risks Related to Uber and the Surviving Company after Completion of the Transaction

Uber may not be able to integrate the surviving company successfully or manage the combined business effectively, and many of the anticipated synergies and other benefits of acquiring Postmates may not be realized or may not be realized within the expected time frame.

Uber and Postmates entered into the merger agreement with the expectation that the transaction would result in various benefits, including, among other things, operating efficiencies, synergies and cost savings. Achieving the anticipated benefits of the transaction is subject to a number of uncertainties, including whether the businesses of Uber and Postmates can be integrated in an efficient and effective manner.

In addition, following the completion of the transaction, the size of Uber’s Eats business will increase beyond the current size of either Uber’s or Postmates’ business. Uber’s future success depends, in part, on its ability to manage this expanded combined business, which will pose certain challenges, including challenges related to the management and monitoring of new operations and increased costs and complexity.

It is possible that the integration process could take longer than anticipated or that the management of the combined business could be more difficult than expected, and could result in the loss of valuable employees, the disruption of ongoing businesses, processes, systems and business relationships, or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect Uber’s ability to achieve the anticipated benefits of the transaction. Uber’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur before the closing. Uber may have difficulty addressing possible differences in corporate cultures, management philosophies, business practices and technological systems, and other differences between the two companies, including, for example, with respect to independent contractor couriers and batching processes. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the transaction will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect Uber and the surviving company’s future businesses, financial condition, results of operations and prospects.

The COVID-19 pandemic and the impact of actions taken to mitigate the pandemic has adversely affected the businesses, financial condition and results of operations of each of Uber and Postmates, and may continue to adversely affect the businesses, financial condition and results of operations of Uber and the surviving company following the completion of the transaction.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. It is not possible to accurately predict the full impact of the COVID-19 pandemic on the business, financial condition and results of operations of Uber, Postmates or the surviving company due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties, including the duration and spread of the outbreak, additional actions that may be taken by governmental entities, the further impact on drivers, restaurants, consumers and business partners, and other factors. In addition, there can be no assurance that any efforts taken by Uber, Postmates or the surviving company to address the adverse impacts of the COVID-19 pandemic or actions taken to contain the COVID-19 pandemic or its impact will be effective or will not result in significant additional costs. If Uber or Postmates is unable to recover from a business disruption on a timely basis or otherwise mitigate the adverse effects of the COVID-19 pandemic, the businesses, financial condition and results of operations of Uber, Postmates and the surviving company following the completion of the transaction could be materially and adversely affected, and the transaction and efforts to integrate the businesses of the two companies may be delayed or become more costly or difficult. For a more detailed discussion of the impacts of the COVID-19 pandemic on Uber’s business, results of operations, financial position and cash flows, see the “Risk Factors” section and other disclosures in Uber’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which is incorporated by reference herein.

Uncertainties associated with the transaction may cause a loss of management personnel and other key employees, and Uber and the surviving company may have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future businesses and operations of Uber and the surviving company.

Uber and Postmates are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. Uber’s success after the completion of the transaction will depend in part upon the ability of Uber to attract, motivate and retain key management personnel and other key employees of Uber and Postmates. Prior to completion of the transaction, current and prospective employees of Uber and Postmates may experience uncertainty about their roles following the completion of the transaction, which may have an adverse effect on the ability of each of Uber and Postmates to attract, motivate or retain management personnel and other key employees. In addition, no assurance can be

given that Uber will be able to attract, motivate or retain management personnel and other key employees of Uber and Postmates to the same extent that Uber and Postmates have previously been able to attract or retain their respective employees. If management personnel or other key employees terminate their employment, Uber’s and the surviving company’s business activities may be adversely affected and management attention may be diverted from successfully integrating Uber and Postmates to hiring suitable replacements, all of which may cause Uber’s and the surviving company’s businesses and operations following the completion of the transaction to suffer.

Completion of the transaction may trigger change in control, assignment or other provisions in certain agreements to which Postmates is a party, which may have an adverse impact on the surviving company’s business and results of operations.

The completion of the transaction may trigger change in control, assignment and other provisions in certain agreements to which Postmates is a party. If Uber and Postmates are unable to negotiate waivers of or consents under those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or other remedies. Even if Uber and Postmates are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Uber or the surviving company. Any of the foregoing or similar developments may have an adverse impact on the businesses, financial condition and results of operations of Uber and the surviving company following the completion of the transaction, or the ability to successfully integrate their respective businesses and/or execute their respective strategies.

Following the transaction, the market price of Uber common stock may be affected by factors different from those affecting the shares of Uber common stock or Postmates capital stock currently, and Postmates stockholders will hold an interest in a company with a different mix of assets, risks and liabilities, and a different financial profile and other characteristics, than the company in which they currently hold an interest.

The market price of Uber common stock after the transaction may be affected by factors different from those affecting the shares of Uber common stock or Postmates common stock currently. In the first merger, holders of Postmates capital stock will become holders of Uber common stock. Uber’s business and financial position differs from that of Postmates in important respects. For example, while Postmates operates solely in the on-demand delivery space in the United States, Uber has multiple businesses that operate globally, with operations in 69 countries as of March 31, 2020. In addition to Eats, its food delivery business, Uber has a ridesharing business that connects consumers with drivers who provide rides in a variety of vehicles, a freight business that connects shippers with carriers in the freight industry, and businesses focused on the development of technologies to provide autonomous vehicle and new mobility solutions, among others. Certain of these businesses have seen significant adverse impacts as a result of COVID-19, for example, by reducing the demand for Uber’s mobility offerings globally and affecting travel behavior and demand more generally. Furthermore, to support social distancing, Uber has temporarily suspended UberPOOL, its shared rides offering, globally. In addition, certain litigation risks related to Postmates’ business, including with respect to outstanding litigation related to the alleged misclassification of independent contractor couriers, may be different with respect to Uber’s business, given that Uber’s business profile and business practices differ from those of Postmates. Accordingly, the results of operations of Uber, including the surviving company, and the market price of Uber common stock after the completion of the transaction may be affected by factors different from those currently affecting the results of operations of each of Uber and Postmates or the shares of Uber common stock or Postmates common stock on a standalone basis, and Postmates stockholders will hold an interest in a company with a different mix of assets, risks and liabilities, and a different financial profile and other characteristics, than the company in which they currently hold an interest. For a discussion of the business of Uber and of certain factors to consider in connection with that business, see the documents incorporated by reference in this consent solicitation statement/prospectus and referred to under “Where You Can Find More Information.”

Postmates stockholders will have a significantly lower ownership and voting interest in Uber following the transaction than they currently have in Postmates and will exercise less influence over management.

Based on the consideration payable to holders of Postmates capital stock pursuant to the merger agreement and the number of shares of Uber common stock outstanding as of [          ], 2020, it is expected that, immediately after completion of the transaction, former Postmates stockholders will own approximately [          ]% of the outstanding Uber common stock. Consequently, former Postmates stockholders will have less influence over the management and policies of Uber than they currently have over the management and policies of Postmates.

The shares of Uber common stock to be received by Postmates stockholders upon completion of the transaction will have different rights from shares of Postmates capital stock.

Upon completion of the transaction, Postmates stockholders will no longer be stockholders of Postmates, but will instead become stockholders of Uber, and their rights as Uber stockholders will be governed by the terms of Uber’s amended and restated certificate of incorporation (the “Uber certificate”) and Uber’s amended and restated bylaws (the “Uber bylaws”). The terms of the Uber certificate and the Uber bylaws are in some respects materially different from the terms of the Postmates certificate and Postmates’ bylaws (the “Postmates bylaws”), which, together with certain investment agreements entered into by Postmates and certain holders of Postmates capital stock, currently govern the rights of Postmates stockholders. For a discussion of the different rights associated with shares of Postmates capital stock and shares of Uber common stock, see the section entitled “Comparison of Stockholders’ Rights.”

Uber will incur significant transaction and integration-related costs in connection with the transaction, which could adversely affect Uber’s ability to execute its integration plan and achieve the anticipated benefits of the transaction.

Uber expects to incur a number of non-recurring costs associated with the transaction and combining the operations of the two companies. Uber continues to assess the magnitude of these transaction and integration-related costs, and additional unanticipated costs may also be incurred. Although Uber expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses of Uber and Postmates, should allow Uber to offset integration-related costs over time, this net benefit may not be achieved in the near term or at all.

The market price of Uber common stock may decline as a result of the transaction and the issuance of shares of Postmates common stock to Postmates stockholders in the transaction may have a negative impact on Uber’s financial results, including earnings per share.

The market price of Uber common stock may decline as a result of the transaction, and holders of Uber common stock (including holders of Postmates capital stock that receive Uber common stock in the first merger) could see a decrease in the value of their investment in Uber common stock, if, among other things, Uber and the surviving company are unable to achieve the expected growth in earnings, or if the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the transaction are not realized, or if the transaction and integration-related costs related to the transaction are greater than expected. The market price of Uber common stock may also decline if Uber does not achieve the anticipated benefits of the transaction as rapidly or to the extent expected by financial or industry analysts or if the effects of the transaction on Uber’s financial position, results of operations or cash flows are not otherwise consistent with the expectations of financial or industry analysts. The issuance of shares of Uber common stock in the transaction could on its own have the effect of depressing the market price for Uber common stock. In addition, some Postmates stockholders may decide not to hold the shares of Uber common stock they receive as a result of the transaction, and any such sales of Uber common stock could have the effect of depressing the market price for Uber common stock. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Uber common stock, regardless of the actual operating performance of Uber or the surviving company following the completion of the transaction.

If the first merger is completed, approximately 84.3 million shares of Uber common stock are estimated to be issuable to Postmates stockholders pursuant to the merger agreement, representing approximately [          ]% of the number of shares of Uber common stock outstanding as of [          ], 2020. Following the issuance of shares of Uber common stock in the first merger, Uber’s earnings per share may be lower than would have been reported by Uber in the absence of the transaction. There can be no assurance that any increase in Uber’s earnings per share will occur, even over the long term. Any increase in Uber’s earnings per share as a result of the mergers requires, among other things, Uber to successfully manage the operations of Postmates and increase the consolidated earnings of Uber after the transaction, which is subject to significant risks and uncertainties, as described elsewhere in this “Risk Factors” section.

Risks Related to Uber’s Business

You should read and consider the risk factors specific to Uber’s business that will also affect the surviving company after the completion of the transaction. These risks are described in Part I, Item 1A of Uber’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Part II, Item 1A of Uber’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 and in other documents that are incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

Risks Related to Postmates’ Business

Postmates’ business, financial condition, results of operations and growth could be materially harmed by the effects of the COVID-19 pandemic.

Postmates is subject to risks related to public health crises, such as the COVID-19 pandemic. As a result of COVID-19, numerous state and local jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Starting in mid-March 2020, the governor of California, where Postmates’ headquarters are located, issued “shelter-in-place” or “stay at home” orders restricting non-essential activities, travel and business operations for an indefinite period of time, subject to certain exceptions for necessary activities. Furthermore, as a result of the governor’s order and similar orders in Postmates’ other office locations, Postmates has asked that all employees who are able to do so work remotely, and it is possible that widespread remote work arrangements could have a negative impact on Postmates’ operations, the execution of its business plans, and productivity and availability of key personnel and other employees necessary to conduct its business. If a natural disaster, power outage, connectivity issue or other event were to occur that impacted Postmates’ employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for Postmates to continue its business for a substantial period of time. In addition to the office closures, the COVID-19 pandemic and related restrictions have resulted in some of Postmates’ merchants closing their operations temporarily, and in some cases permanently, and an increase in customer and merchant calls into Postmates’ customer support team which has resulted in some temporary response delays and outages, each of which have negatively impacted Postmates’ business and operations. Further, in connection with the COVID-19 pandemic certain states and municipalities, including Los Angeles, which is Postmates’ largest market, have either imposed or are considering imposing caps on the commissions on-demand delivery providers can charge merchants. If more states and municipalities were to implement similar or more restrictive caps, or if commission caps were to remain in place following the resolution of the pandemic, Postmates’ business could be materially impacted. The ongoing impact of these factors, and any others that may result in the future, depends on the duration and severity of the COVID-19 pandemic’s impact, which is difficult to assess or predict. As a result, the impact of these or any future factors could be substantially worse than what Postmates has experienced to date.

While Postmates has experienced growth in the number of partner merchants and active customers on Postmates’ platform during the COVID-19 pandemic, Postmates cannot be certain whether it will retain such merchant partners and customers or maintain the current level of demand for its services. Further, Postmates cannot be certain what, if any, effect the COVID-19 pandemic could have on the number of independent contractor couriers that are active

on Postmates’ platform. If any adverse events occur that result in the number of independent contractor couriers on Postmates’ platform decreasing significantly, Postmates’ business would be seriously harmed.

The widespread pandemic has also resulted, and may continue to result, in significant disruption of global financial markets, reducing Postmates’ ability to access capital, which could in the future negatively affect Postmates’ liquidity, including its ability to repay its outstanding credit facilities. In addition, a recession or market correction resulting from the continued spread of COVID-19, as well as the significant increase in unemployment in the United States, could have a significant impact on disposable income, which would seriously harm Postmates’ business.

Postmates operates in a rapidly evolving industry, which makes it difficult to evaluate Postmates’ future prospects and may increase the risk that Postmates will not be successful.

Postmates has focused on its on-demand delivery platform for food and goods since its founding in 2011, and its business continues to evolve. Postmates regularly makes updates to its platform features and pricing methodologies. As a result, Postmates’ platform and pricing model have not been fully proven, and it operates in a rapidly evolving industry that may not develop as expected. Assessing Postmates’ business and future prospects is challenging in light of the risks and difficulties it may encounter. These risks and difficulties include Postmates’ ability to:

Postmates has a history of net losses and could continue to incur substantial net losses in the future.

Postmates has incurred net losses since its incorporation. Postmates incurred net losses of approximately $129.3 million, $420.3 million, $122.9 million and $73.0 million during 2018 and 2019 and during the three months ended March 31, 2019 and 2020, respectively. Postmates had an accumulated deficit of approximately $897.1 million as of March 31, 2020.

As Postmates strives to grow its business, its expenses may increase, particularly as it makes investments to scale and expand its business. These investments may not result in increased revenue or higher growth and may prove more expensive than Postmates currently anticipates. In addition, Postmates may encounter unforeseen or unpredictable factors, including unforeseen operating expenses, complications or delays. While Postmates’ revenue has grown in recent years, this growth rate may not be sustainable, and if its revenue declines or fails to grow at a rate faster than increases in its operating expenses, Postmates may not achieve or maintain profitability in future periods.

The status of Postmates’ couriers as independent contractors, rather than employees, is being challenged and if such challenges are successful, Postmates’ costs could increase, Postmates may be required to alter its existing business model and operations, and Postmates’ ability to add couriers to its platform could be adversely impacted, each of which could seriously harm Postmates’ business.

Postmates is involved in multiple lawsuits and government actions that claim that Postmates’ couriers should be treated as employees rather than as independent contractors. While Postmates believes Postmates’ couriers are properly classified as independent contractors, Postmates has incurred, and will continue to incur, costs, including significant legal fees, in defending the status of Postmates’ couriers as independent contractors. Adverse determinations regarding the independent contractor status of Postmates’ couriers could, among other things, entitle such individuals to medical insurance, the reimbursement of certain expenses and to the benefit of wage and hour laws, such as those pertaining to minimum wage and overtime, and could result in Postmates being liable for employment and withholding tax and benefits for such individuals, as well as other related liabilities. Any such adverse determination could significantly increase Postmates’ costs to serve its customers, which could seriously harm Postmates’ business.

Further, the state of the law regarding independent contractor status varies from jurisdiction to jurisdiction and among governmental agencies and is subject to change based on court decisions and regulation. For example, on April 30, 2018, the California Supreme Court adopted a new standard, referred to as the “ABC” test, for determining whether a company “employs” or is the “employer” for purposes of the California Wage Orders in its decision in the Dynamex Operations West, Inc. v. L.A. Superior Court case. The Dynamex decision alters the analysis of whether an individual has been properly classified as an independent contractor in California, making it more difficult to properly classify a worker as such. In addition, the California legislature recently passed California Assembly Bill 5, which purports to codify the “ABC” test in the Dynamex decision and expand its application. California Assembly Bill 5 went into effect on January 1, 2020. The passage of California Assembly Bill 5 could lead to additional challenges to the independent contractor classification of Postmates’ couriers in California, where approximately 27% of Postmates’ fleet was located as of March 31, 2020. If the state of law, legislation or regulations regarding independent contractors change adversely in various jurisdictions, including any changes similar to the Dynamex decision or California Assembly Bill 5, it would increase the already existing risk that Postmates’ couriers could be construed as employees. In January 2020, Postmates, along with several other co-plaintiffs, including Uber, filed a complaint in the California federal district court challenging California Assembly Bill 5 as unconstitutional. Postmates’ efforts to challenge how Postmates’ couriers are classified may be ineffective and could result in substantial costs and a diversion of resources, which could seriously harm Postmates’ business.

Any adverse determination or implementation of laws, legislation or regulations, such as California Assembly Bill 5, which may result in Postmates’ couriers being construed as employees could result in Postmates having to incur additional expenses to maintain its fleet of couriers and could seriously harm Postmates’ business. In addition, a determination in, or settlement of, any legal proceeding or legislation that results in members of Postmates’ fleet being classified as employees may require Postmates to significantly alter its existing business model and operations and impact its ability to add independent contractor couriers to its platform, each of which could seriously harm Postmates’ business.

If Postmates fails to retain its existing customers, merchants and independent contractor couriers or to acquire new customers, merchants and independent contractor couriers in a cost-effective manner, Postmates’ revenue may be seriously harmed.

The growth of Postmates’ business and revenue is dependent upon its ability to continue to grow its platform by retaining its existing customers, merchants, in particular partner merchants, and independent contractor couriers and adding new customers, merchants, in particular partner merchants, and independent contractor couriers. If Postmates fails to retain its customers, merchants, or independent contractor couriers, the value of Postmates’ platform will be diminished. Typically, Postmates’ merchants have the right to terminate their contractual relationships with Postmates at any time, and Postmates has in the past, and may in the future, face claims by restaurants and other merchants whose products or services Postmates makes available without a contractual relationship. In addition, although Postmates believes that many of its customers, merchants and independent contractor couriers originate from word-of-mouth and other non-paid referrals, Postmates expects to continue to expend resources, offer discounts and run promotions to acquire additional customers, merchants and independent contractor couriers. There can be no assurance that the revenue from customers and merchants Postmates acquires will ultimately exceed the cost of acquisition.

In addition, if Postmates fails to continue to provide independent contractor couriers with flexibility on its platform, compelling opportunities to earn income and other incentive programs that are comparable or superior to those of its competitors, Postmates may fail to attract new couriers, retain current couriers or increase their utilization of Postmates’ platform. If independent contractor couriers are unsatisfied with Postmates’ merchants or its platform, Postmates’ ability to attract and retain couriers who satisfy Postmates’ screening criteria and procedures in a cost-effective manner and to increase utilization of its platform could be adversely affected. In addition, changes in certain laws and regulations, such as immigration laws, could affect Postmates’ ability to attract and retain independent contractor couriers. If Postmates is unable to attract independent contractor couriers on favorable terms or increase utilization of its platform by existing couriers or loses couriers to competitors, Postmates may not be able to meet the demand of its customers and merchants or achieve its growth objectives and Postmates’ business and prospects could be seriously harmed.

If Postmates fails to manage its growth effectively, Postmates’ brand and business could be seriously harmed.

Postmates has experienced rapid growth in its headcount and operations. In addition, Postmates’ strategy is to expand in existing markets and also to expand operations into new markets. This growth places substantial demands on management and Postmates’ operational infrastructure. Postmates has made and intends to continue to make substantial investments in its technology, customer service and sales and marketing infrastructure. As Postmates continues to grow, Postmates must effectively integrate, develop and motivate a large number of new employees, while maintaining the beneficial aspects of its company culture. If Postmates is unable to manage the growth of its business and operations effectively, the quality of its platform and efficiency of its operations could suffer, which could seriously harm Postmates’ brand and business.

Postmates relies on its merchants and Postmates for many aspects of its business, and any failure by them to maintain their service levels could harm Postmates’ business.

Postmates relies on its merchants, many of which are small and local independent businesses, to provide quality food and goods to its customers, and on its fleet of independent contractor couriers, to deliver in a reliable and timely manner. If these merchants experience difficulty servicing customer demand, producing quality food or products, providing timely delivery of the finished food or products to Postmates’ independent contractor couriers or meeting Postmates’ other requirements or standards, Postmates’ reputation and brand could be damaged. Similarly, if Postmates’ independent contractor couriers fail to deliver food in a reliable and timely manner, cause injuries or fail to meet Postmates’ other requirements or standards, Postmates’ brand and reputation could be damaged. In addition, if merchants on Postmates’ platform were to cease operations, temporarily or permanently, face financial distress or other business disruption, or if Postmates’ relationships with its merchants were to deteriorate, Postmates may not be able to provide customers with a sufficient range of choices. This risk could be more pronounced in

markets where Postmates has fewer merchants using its platform. In addition, if Postmates is unsuccessful in recruiting popular merchants to its platform, fails to negotiate satisfactory pricing terms with them or ineffectively manages these relationships, or if Postmates loses independent contractor couriers or fails to attract new couriers, in existing or new markets for any reason, Postmates’ business could be seriously harmed.

Postmates experiences significant seasonal fluctuations in its operating results.

Postmates’ business is highly dependent on customer and courier behavior patterns. Historically, Postmates has generally experienced a relative increase in customer activity from September to April and a relative decrease in customer activity from May to August as well as during the holiday season in late November and December. In addition, Postmates has benefited from increased customer order volume in its campus markets when school is in session and has experienced a decrease in customer order volume when school is not in session, during summer breaks and other vacation periods. Customer activity can also be impacted by cold or inclement weather, which typically increases order volume, and warm or sunny weather, which typically decreases order volume. Courier activity is also impacted by weather, with the number of available couriers generally decreasing during periods of inclement weather. In addition, other seasonality trends may develop and the existing seasonality and customer and courier behavior that Postmates experiences may change or become more extreme.

Postmates expects a number of factors to cause Postmates’ results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict Postmates’ future performance.

Postmates’ results of operations could vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside of Postmates’ control. As a result, comparing Postmates’ results of operations on a period-to-period basis may not be meaningful. In addition to other risk factors discussed in this section, factors that may contribute to the variability of Postmates’ quarterly and annual results include:

The impact of one or more of the foregoing and other factors may cause Postmates’ operating results to vary significantly. As such, quarter to quarter and year over year comparisons of Postmates’ operating results may not be meaningful and should not be relied upon as an indication of future performance.

Postmates faces potential liability, expenses for legal claims and harm to Postmates’ business based on the nature of Postmates’ business and the content on its platform.

Postmates faces potential liability, expenses for legal claims and harm to its business, reputation and brand relating to the nature of the on-demand food delivery business, including potential claims related to food offerings, delivery and quality. For example, third parties could assert legal claims against Postmates in connection with personal injuries related to food poisoning from food prepared by restaurants on its platform, tampering or accidents caused by Postmates’ independent contractor couriers while making a delivery to a customer, or the sale of alcoholic beverages by merchants on the Postmates platform to underage customers. Reports, whether true or not, of food-borne illnesses and injuries caused by food tampering have severely injured the reputations of participants in the

food business and could do so in the future as well. Further, if any such report were to affect one or more of the merchants on the Postmates platform, it could reduce customer confidence in and use of Postmates’ products and offerings. The potential for acts of terrorism on food supply also exists and, if such an event occurs, it could seriously harm Postmates’ business.

Postmates also faces potential liability and expenses for legal claims relating to the information that Postmates publishes on its mobile application and website, including claims for patent, trademark and copyright infringement, defamation, libel and negligence, among others, and relating to accidents or damages involving Postmates’ independent contractor couriers while they are making deliveries to customers.

In addition, illegal, improper or otherwise inappropriate activities by customers, merchants or independent contractor couriers, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, Postmates’ platform or individuals who are intentionally impersonating Postmates’ customers, merchants or independent contractor couriers or the activities of independent contractor couriers while making deliveries to Postmates’ customers, have occurred, could occur again and could seriously harm Postmates’ business. These activities may include assault, battery, theft, unauthorized use of credit and debit cards or bank accounts, sharing of customer accounts and other misconduct. While Postmates has implemented various measures intended to anticipate, identify and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper or otherwise inappropriate activity by these parties from occurring. Such conduct could expose Postmates to liability, including through litigation, and adversely affect its brand or reputation, and thereby seriously harm Postmates’ business.

While Postmates maintains insurance coverage for risks related to its business, such insurance may not be sufficient to cover the losses associated with such liabilities or expenses, and premiums relating to such insurance could increase in the future, any of which could adversely affect Postmates’ business, financial condition and results of operations.

Any failure to maintain, protect and enhance Postmates’ brand may hurt Postmates’ ability to retain or expand its base of customers, merchants and independent contractor couriers and its ability to increase their levels of engagement. Unfavorable media coverage, including social media, could seriously harm Postmates’ business.

Developing, maintaining and enhancing awareness and integrity of Postmates’ brand and reputation in a cost-effective manner is important to achieving widespread acceptance and use of the Postmates platform and continuing to attract and retain customers and, in turn, merchants and independent contractor couriers. As part of its business, Postmates has built partnerships with on-trend brands and paid and organic promotions from key social influencers to enhance its brand. The strength of Postmates’ brand will depend largely on Postmates’ ability to provide quality services at competitive prices, the perceived value of its platform and its ability to provide satisfactory support. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses Postmates incurs in enhancing and maintaining its brand and reputation. In order to protect its brand, Postmates also expends substantial resources to register and defend its trademarks and to prevent others from using the same or substantially similar marks. Despite these efforts, Postmates may not always be successful in protecting its intellectual property, and Postmates may suffer dilution, loss of reputation or other harm to its brand.

Unfavorable publicity regarding Postmates’ platform, independent contractor couriers, customer service or privacy practices could also harm Postmates’ reputation and diminish confidence in, and the use of, its services. In addition, negative publicity related to key brands or influencers that Postmates has partnered with may damage Postmates’ reputation, even if the publicity is not directly related to Postmates. If Postmates fails to maintain, protect and enhance its brand successfully or to maintain loyalty among its customers, merchants and independent contractor couriers, or if Postmates incurs substantial expenses in unsuccessful attempts to maintain, protect and enhance its brand, Postmates may fail to attract or retain customers, merchants and independent contractor couriers and Postmates’ business could be seriously harmed.

Postmates may not timely and effectively scale and adapt its existing technology and network infrastructure to ensure that its platform is accessible, which could seriously harm Postmates’ business.

It is critical to Postmates’ success that its customers, merchants and independent contractor couriers be able to access its platform at all times. Postmates has previously experienced service disruptions, and in the future, Postmates may experience service disruptions, outages or other performance problems due to a variety of factors, including infrastructure changes, human, hardware or software errors, capacity constraints due to an overwhelming number of customers accessing its platform simultaneously, and denial of service or fraud or security attacks. In some instances, Postmates may not be able to identify the cause or causes of these performance problems within an acceptable period of time or at all. It may become increasingly difficult to maintain and improve the availability of Postmates’ platform, especially during peak usage times and as Postmates’ services become more complex and its customer traffic increases. If Postmates’ platform is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may seek other services and may not return to Postmates’ platform as often in the future, or at all. This would harm Postmates’ ability to attract new customers, merchants and independent contractor couriers and decrease the frequency with which they use Postmates’ platform. To the extent that Postmates does not effectively address capacity constraints, respond adequately to service disruptions, upgrade its systems as needed or continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, Postmates’ business could be seriously harmed.

The impact of economic conditions, including the resulting effect on consumer spending, may seriously harm Postmates’ business.

Postmates’ performance is subject to economic conditions and their impact on levels of consumer spending. Some of the factors impacting discretionary consumer spending include general economic conditions, the severity and duration of the ongoing COVID-19 pandemic, wages and employment, consumer debt, reductions in net worth based on severe market declines, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, consumer confidence, political and economic crises and other macroeconomic factors. In addition, there is a risk that consumer sentiment may decline as a result of market disruptions caused by severe weather conditions, unseasonable weather, natural disasters, health hazards such as the outbreak of contagious diseases, terrorist activities, political crises or other major events or the prospect of these events, each of which could seriously harm Postmates’ business. Moreover, the majority of merchants on Postmates’ platform are located in major metropolitan areas such as Los Angeles, New York City, Miami, Phoenix and Las Vegas. To the extent any one of these geographic areas experience any of the above described conditions to a greater extent than other geographic areas, the harm to Postmates’ business could be exacerbated.

Postmates’ user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks and standards that Postmates does not control.

Mobile devices are increasingly used for marketplace transactions. A significant and growing portion of Postmates’ customers access its platform through mobile devices. There is no guarantee that popular mobile devices will continue to support Postmates’ platform, that the use of mobile devices for marketplace transactions will be available on commercially reasonable terms, or that mobile device users will use Postmates’ platform rather than competing products. Postmates is dependent on the interoperability of its platform with popular mobile operating systems that Postmates does not control, such as Android and iOS, and any changes in such systems that degrade the functionality of its website or applications or give preferential treatment to competitors could adversely affect its platform’s usage on mobile devices. Additionally, in order to deliver high-quality mobile products, it is important that Postmates’ products are designed effectively and work well with a range of mobile technologies, systems, networks and standards that Postmates does not control. Postmates may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards. In the event that it is more difficult for Postmates’ users to access and use its platform on their mobile devices or users find its mobile offering does not effectively meet their needs, Postmates’ competitors develop products and services that are perceived to operate more effectively on

mobile devices, or if Postmates’ users choose not to access or use Postmates’ platform on their mobile devices or use mobile products that do not offer access to Postmates’ platform, Postmates’ user growth and user engagement could be adversely impacted.

If Postmates’ security measures are compromised, or if Postmates’ platform is subject to attacks that degrade or deny the ability of its customers, merchants and independent contractor couriers to access its content, its customers, merchants and independent contractor couriers may curtail or stop use of its platform and Postmates may be subject to significant liability.

Like all online services, Postmates’ platform is vulnerable to computer viruses, break-ins, phishing attacks, attempts to overload its servers with denial-of-service, misappropriation of data through website scraping or other attacks and similar disruptions from unauthorized use of Postmates’ computer systems, any of which could lead to interruptions, delays or website shutdowns, causing loss of critical data or the unauthorized access to, or disclosure or use of, personally identifiable or other confidential information of Postmates or of its customers, merchants, independent contractor couriers or others. In addition, like most Internet companies, Postmates has experienced interruptions in its service in the past due to software and hardware issues. Postmates has also experienced degradation in its service due to denial-of-service issues and, in the future, may experience compromises to its security that result in performance or availability problems, the complete shutdown of its mobile app, website or platform or the loss or unauthorized use or disclosure of confidential information. Postmates may be unable to implement adequate preventative measures against or proactively address techniques used to obtain unauthorized access, disable or degrade service or sabotage systems because such techniques change frequently, often remain undetected until launched against a target and may originate from remote areas around the world that are less regulated. Data security breaches and other data security incidents may also result from non-technical means, such as actions by employees or contractors. In addition, third parties, including Postmates’ partners and vendors, could be sources of security risks to Postmates in the event of a failure of their own security systems and infrastructure, and they may also suffer any or all of the foregoing issues. Any or all of these issues could harm Postmates’ ability to attract new customers, merchants and independent contractor couriers or deter current customers, merchants and independent contractor couriers from returning, reduce the frequency with which customers, merchants and independent contractor couriers use Postmates’ platform or subject Postmates to third-party lawsuits, governmental investigations, enforcement actions, regulatory fines, obligations to notify individuals and regulators, and other legal and financial exposure, including potential contractual liability that is not always limited to the amounts covered by Postmates’ insurance, or other action or liability. Any such compromise could also result in damage to Postmates’ reputation and a loss of confidence in its security measures. Any of these effects could seriously harm Postmates’ business.

The collection, storage, transmission, use and distribution of data could give rise to liabilities and additional costs of operation as a result of laws, governmental regulations and risks of security breaches.

Postmates collects certain information from its customers, merchants and independent contractor couriers. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world relating to the privacy and security of personal information and its collection, storage, transmission, use and distribution in or from the governing jurisdiction. Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example, California recently enacted the California Consumer Privacy Act, which went into effect on January 1, 2020, which, among other things, requires covered companies to provide new disclosures to California consumers, and affords such consumers new abilities to opt out of certain sales of personal information. While Postmates cannot yet fully predict the impact of the California Consumer Privacy Act on Postmates’ business or operations, it has required Postmates to modify its data processing practices and policies and has resulted in Postmates incurring additional costs and expenses in an effort to comply. Further, while Postmates does not presently process credit card data, Postmates has contractually agreed to follow the Payment Card Industry Data Security Standard and is subject to periodic audits by an independent third party to assess compliance with it. Failure to comply with the Payment Card Industry Data Security Standard may result in contractual liability, and could materially impact the ability of Postmates customers to pay by credit card and therefore significantly affect Postmates’ business.

In addition, any failure or perceived failure by Postmates or any of its third-party service providers to comply with laws, policies, legal or contractual obligations or industry standards relating to privacy or data security, or any actual or perceived security incident resulting in unauthorized access or disclosure, whether affecting Postmates or its third-party service providers, may result in governmental enforcement actions and investigations, including fines and penalties, enforcement orders, litigation and/or adverse publicity. Such failures could seriously harm Postmates’ business.

Postmates’ compliance with the various requirements it faces with regard to privacy and data security also increases its operating costs, and additional laws, regulations, standards or protocols (or new interpretations of existing laws, regulations, standards or protocols) in these areas may further increase Postmates’ operating costs and adversely affect its ability to effectively market its platform and services. In view of new or modified legal obligations relating to privacy or data security, or any changes in their interpretation, it may be necessary or desirable for Postmates to significantly change its business activities and practices or to expend material resources to modify its platform or services and otherwise adapt to these changes. Postmates may be unable to make such changes in a commercially reasonable manner or at all, and Postmates’ ability to develop new services and features could be limited.

The inability to attract, retain or motivate senior management and other key personnel could seriously harm Postmates’ business.

Postmates’ future success depends on its continuing ability to identify, attract, hire, develop, motivate and retain its senior management and other key personnel. If Postmates is unable to hire and retain a sufficient number of qualified employees for any reason, it may not be able to successfully manage its business, meet competitive challenges or achieve its growth objectives. Moreover, Postmates faces intense competition for qualified individuals from numerous software and other technology companies, and certain of Postmates’ competitors or other technology businesses may seek to hire its employees. If Postmates loses one or more of its senior management or other key personnel or does not otherwise succeed in attracting, retaining and motivating qualified personnel in a timely manner, Postmates’ business may be seriously harmed.

Factors beyond Postmates’ control, such as severe weather or other catastrophic events, as well as increases in food, labor, energy and other costs, could seriously harm Postmates’ business.

Postmates’ business is subject to damage or interruption from severe weather, earthquakes, fires, floods, hurricanes, power losses, telecommunications failures, terrorist attacks, pandemics and similar events. As Postmates relies heavily on its servers and computer and communications systems, as well as those of its third-party providers and third-party data centers, and the Internet to conduct its business and provide high quality customer service, disruptions of such servers and computer and communications systems as a result of such events or otherwise could seriously harm Postmates’ business.

In addition, increases in food, labor, energy and other costs could cause merchants on Postmates’ platform to raise prices or cease operations. Factors such as inflation, increased food costs, increased labor and employee benefit costs, increased rent costs and increased energy costs may increase Postmates’ merchants’ operating costs. Many of the factors affecting merchants’ costs are beyond the control of the merchants on Postmates’ platform. In many cases, these merchants may not be able to pass along these increased costs to Postmates’ customers and, as a result, may cease operations. Additionally, if these merchants raise prices, order volume may decline. In addition, increases in gas prices, or the advent of other factors that increase the costs to operate motor vehicles, could make it prohibitively expensive for Postmates’ independent contractor couriers to deliver Postmates’ merchants’ products to Postmates’ customers. If any of these events were to occur, Postmates’ business could be seriously harmed.

Postmates’ business is subject to a variety of laws, many of which are unsettled and still developing and which could subject Postmates to claims or otherwise harm Postmates’ business.

Postmates is subject to a variety of laws, including laws regarding privacy, data security, data retention, consumer protection, accessibility, sending and storing of electronic messages (and related traffic data where applicable), telemarketing and the use of automated SMS text messages, human resource services, employment

and labor laws, workplace safety, intellectual property and the provision of online payment services, including credit card processing, consumer protection laws, federal securities laws, tax regulations and U.S. and international anti-corruption laws, which are continuously evolving and developing. The scope and interpretation of the laws and other obligations that are or may be applicable to Postmates, its customers, merchants or independent contractor couriers are often uncertain and may be conflicting.

If Postmates is not able to comply with these laws or other legal obligations, including any future laws or legal obligations which Postmates may not be able to anticipate, or if Postmates or its customers, merchants or independent contractor couriers become liable under these laws or legal obligations, or if Postmates’ services are suspended or blocked, Postmates could be directly harmed, and it may be forced to implement new measures and expend significant resources to reduce exposure to this liability. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm Postmates’ reputation or otherwise impact the growth of Postmates’ business.

Postmates is subject to payment-related risks, and if payment processors are unwilling or unable to provide Postmates with payment processing service or impose onerous requirements on Postmates in order to access their services, or if they increase the fees they charge Postmates for these services, Postmates’ business could be adversely affected.

Postmates relies on third parties to provide payment processing services, including the processing of credit and debit cards. Postmates’ business may be disrupted for an extended period of time if any of these companies becomes unwilling or unable to provide these services to Postmates, or its operating costs may increase and profitability may decline if fees associated with these payment methods increase. Postmates is also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers. If Postmates fails to comply with these rules or requirements, it may be subject to fines and higher transaction fees and/or lose its ability to accept credit and debit card payments from customers or facilitate other types of online payments, and Postmates’ business could be adversely affected.

Further, Postmates relies on third-party providers to process and guarantee payments made by customers, up to certain limits, and Postmates may be unable to prevent its customers from fraudulently receiving goods and services. Any costs Postmates incurs as a result of fraudulent or disputed transactions could seriously harm Postmates’ business. In addition, Postmates makes significant weekly payments to its merchants and if one or more of these payments were to be routed to incorrect accounts, Postmates could be liable for the missing amounts.

Postmates relies on third parties, including its cloud infrastructure services providers, payment processors, data center hosts and background check providers, and if these or other third parties do not perform adequately or terminate their relationships with Postmates, Postmates’ costs may increase and Postmates’ business could be seriously harmed.

Postmates currently hosts its platform and supports its operations using several third-party providers of cloud infrastructure services. Postmates does not have control over the operations or the facilities of cloud service providers that it uses. These cloud service providers’ facilities are vulnerable to damage or interruption from natural disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Postmates’ platform’s continuing and uninterrupted performance is critical to its success. Postmates has experienced, and expects that in the future it will experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in a cloud service provider’s service levels may adversely affect Postmates’ ability to meet the requirements of users. Since Postmates’ platform’s continuing and uninterrupted performance is critical to Postmates’ success, sustained or repeated system failures would reduce the attractiveness of Postmates’ offerings. It may become increasingly difficult to maintain and improve Postmates’ performance, especially during peak usage times, as Postmates expands and the usage of its offerings increases. Any negative publicity arising from these disruptions could harm Postmates’ reputation and brand and may adversely affect the usage of its offerings.

Postmates also relies on a third-party payment processor and encryption and authentication technology licensed from third parties that is designed to effect secure transmission of personal information provided by its customers, and on third-party data center hosts to provide a reliable network backbone with the speed, data capacity, security and hardware necessary for reliable Internet access and services. In addition, Postmates relies on third-party background check providers to screen potential independent contractor couriers to help identify those that are not qualified to utilize its platform pursuant to applicable law or Postmates’ internal standards.

If any of Postmates’ cloud infrastructure services providers, payment processors, data center hosts, background check providers or other third parties does not perform adequately, terminates its relationship with Postmates or refuses to renew existing agreements with Postmates on commercially reasonable terms, or at all, Postmates may have difficulty finding an alternate provider on similar terms and in an acceptable time frame, Postmates’ costs may increase, its reputation and brand may be harmed, the availability or usage of its platform may be impaired and its business may be adversely affected.

If Postmates is unable to adequately protect its intellectual property, or if third parties are successful in claiming that Postmates is infringing the intellectual property of others, Postmates may incur significant expense and its business may be adversely affected.

The protection of Postmates’ intellectual property is crucial to the success of its business. Postmates relies on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect its intellectual property. However, Postmates cannot guarantee that patents will issue on its pending patent applications or that it will be successful in registering its trademarks, or that, even if Postmates is successful in registering patents or trademarks, that it will be able to prevent others from using competitive technology or confusingly similar marks. In addition, Postmates attempts to protect its intellectual property, technology and confidential information by requiring its employees and consultants who develop intellectual property on its behalf to enter into confidentiality and assignment of inventions agreements, and third parties to enter into non-disclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of Postmates’ confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of Postmates’ confidential information, intellectual property or technology. If Postmates is unable to adequately protect its intellectual property, Postmates’ brand and reputation may be harmed, customers, merchants and independent contractor couriers may devalue Postmates’ products and offerings, and Postmates’ ability to compete effectively may be impaired.

Postmates operates in an industry with extensive intellectual property litigation. Other parties, including restaurants and other merchants, have asserted, and in the future may assert, that Postmates has infringed their trademark or other intellectual property rights. Postmates could be required to pay substantial damages or cease using trademarks, technology or other intellectual property that is deemed infringing, including by removing restaurants and other merchants from Postmates’ platform, any of which could seriously harm Postmates’ business.

Some of Postmates’ products contain open source software, which may pose particular risks to Postmates’ proprietary software and products.

Postmates’ products rely on software licensed by third parties under open source licenses, including as incorporated into software Postmates receives from third-party commercial software vendors, and will continue to rely on such open source software in the future. Use of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, updates, warranties or other contractual protections regarding infringement claims or the quality of the code, and the wide availability of source code to components used in Postmates’ products could expose Postmates to security vulnerabilities. Furthermore, there is a risk that open source licenses could be construed in a manner that imposes unanticipated conditions or restrictions on Postmates’ ability to market or commercialize its products. As a result, Postmates may face claims from third parties claiming ownership of what Postmates believes to be open source software. In addition, by the terms of some open source licenses, under certain conditions, Postmates could be required to release its proprietary source code, and to make its proprietary software available under open source licenses. These

claims or requirements could result in litigation and could require Postmates to purchase a costly license or cease offering the implicated products unless and until Postmates can re-engineer them to avoid infringement or release of its proprietary source code. In addition, Postmates has intentionally made certain software Postmates has developed available on an open source basis, and Postmates plans to continue to do so in the future. Any of the risks associated with open source software could be difficult to eliminate or manage, and, if not addressed, could seriously harm Postmates’ business.

Postmates’ business may be subject to sales tax and other indirect taxes in various jurisdictions.

The application of indirect taxes, such as sales and use tax, value-added tax, goods and services tax, business tax and gross receipt tax, to Postmates’ business is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations, and, as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to Postmates’ business. States, localities, the U.S. federal government or other countries may seek to impose additional reporting, recordkeeping and/or indirect tax collection obligations on Postmates’ businesses that facilitate online commerce. For example, taxing authorities in the United States and other countries have required e-commerce platforms to calculate, collect and remit indirect taxes for transactions taking place over the Internet. A majority of U.S. state jurisdictions have enacted laws, which became effective in 2018 or will become effective later, requiring marketplaces to report user activity or collect and remit taxes on certain items sold on the marketplace. New legislation could require Postmates to incur substantial costs, including costs associated with tax calculation, collection and remittance and audit requirements, and could adversely affect Postmates’ business and results of operations.

Postmates may also be subject to additional tax liabilities and related interest and penalties due to changes in indirect and non-income based taxes resulting from changes in federal, state or international tax laws, changes in taxing jurisdictions and administrative interpretations, decisions, policies and positions, results of tax examinations, settlements or judicial decisions, changes in accounting principles and changes to the business operations, as well as evaluation of new information that results in a change to a tax position taken in prior periods. If Postmates is treated as an agent for merchants on its platform under U.S. state tax law, Postmates may be primarily responsible for collecting and remitting sales taxes directly to certain states. It is possible that one or more states could seek to impose sales, use or other tax collection obligations on Postmates with regard to sales or orders on its platform. These taxes may be applicable to past sales. A successful assertion by a taxing authority that Postmates should be collecting additional sales, use or other taxes or remitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses, which could seriously harm Postmates’ business.

Changes in Postmates’ effective tax rate could impact Postmates’ financial results.

Postmates is subject to income taxes in the United States and certain foreign jurisdictions. Postmates believes that its provision for income taxes is reasonable, but the ultimate tax outcome may differ from this provision, which may materially affect Postmates’ financial results. Postmates’ effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses and the valuation of deferred tax assets. Increases in Postmates’ effective tax rate would reduce profitability or increase losses.

In addition, changes in tax laws and regulations in federal, state and local jurisdictions could have material adverse impacts on Postmates’ business, cash flows, operating results or financial condition, and could materially affect Postmates’ tax obligations and effective tax rate. For example, U.S. tax legislation enacted on December 22, 2017 significantly reformed the Code. This legislation, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest and the use of net operating losses generated in tax years beginning after December 31, 2017, allows for the expensing of capital expenditures and puts into effect the migration from a “worldwide” system of taxation to a “territorial system.” The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and the IRS, any of which could lessen or increase certain adverse

impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

Future changes to Postmates’ pricing model could adversely affect Postmates’ business.

Postmates has changed its pricing model several times since its formation, and Postmates may from time to time decide to make further changes to its pricing model due to a variety of reasons, including changes to the market for Postmates’ products and services, to address regulatory or other legal changes, such as the potential spread of commission caps, and as competitors introduce new products and services. Changes to any components of Postmates’ pricing model may, among other things, result in customer dissatisfaction, lead to a loss of customers on Postmates’ platform and/or seriously harm Postmates’ business.

Postmates may face difficulties as it expands its operations into new markets and geographies in which Postmates has limited or no prior operating experience.

Postmates intends to expand its footprint by entering into new markets in the United States and internationally. This may involve expanding into markets in the United States or countries other than the United States, where Postmates currently operates. It may also involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. In addition, it may be difficult for Postmates to understand and accurately predict taste preferences and purchasing habits of customers in these new markets. It is costly to establish, develop and maintain international operations and develop and promote Postmates’ brand in international markets. As Postmates expands its business into new countries, Postmates may encounter regulatory, legal, personnel, technological and other difficulties that increase Postmates’ expenses and may delay its ability to become profitable in such countries.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This consent solicitation statement/prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of applicable securities laws, including, in particular, statements about plans, objectives and strategies, growth opportunities in a company’s industries and businesses, its expectations regarding future results, financial condition, liquidity and capital requirements, estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic instability and uncertainty. The extent to which the COVID-19 pandemic impacts Uber’s and Postmates’ businesses, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or mitigate its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements are not historical facts and may be identified by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. These forward-looking statements are based on information available to Uber, Postmates, Merger Sub and Merger Company as of the date of this consent solicitation statement/prospectus and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond the control of Uber or Postmates. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, the following:

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Uber’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and Uber and Postmates undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this consent solicitation statement/prospectus or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law.

SOLICITATION OF WRITTEN CONSENTS

Purpose of the Consent Solicitation; Recommendation of the Postmates Board

The Postmates board is providing this consent solicitation statement/prospectus to Postmates stockholders. Postmates stockholders are being asked to approve each of the merger agreement proposal and the Postmates certificate amendment proposal by executing and delivering the written consent furnished with this consent solicitation statement/prospectus.

After consideration, the Postmates board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. The Postmates board unanimously recommends that Postmates stockholders approve each of the merger agreement proposal and the Postmates certificate amendment proposal.

Postmates Stockholders Entitled to Consent

Only Postmates stockholders of record as of the close of business on [          ], 2020, the record date, will be entitled to execute and deliver a written consent. As of the close of the record date, there were [          ] shares of Postmates common stock outstanding and [          ] shares of Postmates preferred stock outstanding, consisting of [          ] shares of Postmates Series E preferred stock, [          ] shares of Postmates Series F preferred stock and [          ] shares of Postmates Series G preferred stock, in each case entitled to execute and deliver written consents with respect to the merger agreement proposal and the Postmates certificate amendment proposal. Each holder of Postmates common stock is entitled to one vote for each share of Postmates common stock held as of the record date. Each holder of Postmates preferred stock is entitled to the number of votes equal to the number of shares of Postmates common stock into which the shares of Postmates preferred stock held by such holder could be converted as of the record date. The holders of Postmates common stock will vote as a separate class, the holders of Postmates preferred stock will vote together as a single class on an as-converted to common basis, the holders of Postmates capital stock will vote together as a single class on an as-converted to common stock basis and the holders of Postmates Series G preferred stock will vote as a separate class.

Written Consents; Required Written Consents

The approval of the merger agreement proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, and (iii) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon.

The approval of the Postmates certificate amendment proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (iii) the holders of at least a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) entitled to vote thereon and (iv) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon.

Subsequent to the execution of the merger agreement, Uber and the support stockholders entered into the support agreement. Pursuant to the support agreement, each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of its shares of Postmates capital stock entitled to act by written consent with respect thereto. The shares of Postmates capital stock that are owned by the support stockholders and subject to the support

agreement represent approximately [          ]% of the outstanding shares of Postmates capital stock, approximately [          ]% of the outstanding shares of Postmates common stock and approximately [          ]% of the outstanding shares of Postmates preferred stock, including [          ]% of the outstanding shares of Postmates Series G preferred stock, in each case as of the record date. The execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

Submission of Written Consents

You may consent to each of the proposals with respect to your shares of Postmates capital stock by completing, dating and signing the written consent enclosed with this consent solicitation statement/prospectus and returning it to Postmates by the consent deadline.

If you hold shares of Postmates capital stock as of the close of business on the record date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Postmates. Once you have completed, dated and signed the written consent, you may deliver it to Postmates by emailing a .pdf copy to consents@postmates.com or by mailing your written consent to Postmates Inc., P.O. Box 8016, Cary, NC 27512-9903, Attention: General Counsel.

The Postmates board has set [          ], 2020 as the consent deadline. Postmates reserves the right to extend the consent deadline beyond [          ], 2020. Any such extension may be made without notice to Postmates stockholders.

Postmates stockholders should not send stock certificates with their written consents. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Postmates stock certificates will be mailed to Postmates stockholders. Do not send in your certificates now.

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the merger agreement proposal and the Postmates certificate amendment proposal (which is equivalent to a vote for each such proposal), or disapprove, or abstain from consenting with respect to, the merger agreement proposal and the Postmates certificate amendment proposal (which is equivalent to a vote against each such proposal). If you do not return your written consent, it will have the same effect as a vote against the merger agreement proposal and the Postmates certificate amendment proposal. If you are a record holder of shares of Postmates capital stock and you return a signed written consent without indicating your decision on either of the proposals, you will have given your consent to approve each of the proposals for which you did not indicate a decision.

Your consent to the proposals may be changed or revoked at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the support agreement will constitute the Postmates stockholder approval and the Postmates certificate amendment approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending a new written consent with a later date or by delivering a notice of revocation, in either case by emailing a .pdf copy to consents@postmates.com or by mailing your new written consent to Postmates Inc., P.O. Box 8016, Cary, NC 27512-9903, Attention: General Counsel.

Due to the obligations of the support stockholders under the support agreement, a failure of any other Postmates stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Postmates stockholder, is not expected to have any effect on the approval of the proposals.

Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Postmates. Officers and employees of Postmates may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

INFORMATION ABOUT THE COMPANIES

Uber

Uber Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, CA 94103
Phone: (415) 612-8582

Uber Technologies, Inc. operates a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on their platform. Uber connects consumers with independent providers of ride services for ridesharing services, and connects consumers with restaurants and food delivery service providers for meal preparation and delivery services. Uber also connects consumers with public transportation networks, e-bikes, e-scooters and other personal mobility options. Uber uses this same network, technology, operational excellence and product expertise to connect shippers with carriers in the freight industry. Uber is also developing technologies that will provide autonomous driving vehicle solutions to consumers, networks of vertical take-off and landing vehicles and new solutions to solve everyday problems. Uber’s technology is available in 69 countries around the world, principally in the United States and Canada, Latin America, Europe, the Middle East, Africa, and Asia (excluding China and Southeast Asia).

Uber was incorporated as Ubercab, Inc. in Delaware in July 2010, and changed its name to Uber Technologies, Inc. in February 2011. Uber completed its initial public offering in May 2019. Uber common stock is listed on the NYSE under the symbol “UBER.”

Additional information about Uber and its subsidiaries is included in documents incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

Merger Sub

News Merger Sub Corp.
1455 Market Street, 4th Floor
San Francisco, CA 94103
Phone: (415) 612-8582

News Merger Sub Corp., a direct, wholly owned subsidiary of Uber, is a Delaware corporation that was incorporated on July 1, 2020 for the purpose of entering into the merger agreement and effecting the first merger. At the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber.

Merger Company

News Merger Company LLC
1455 Market Street, 4th Floor
San Francisco, CA 94103
Phone: (415) 612-8582

News Merger Company LLC, a direct, wholly owned subsidiary of Uber, is a Delaware limited liability company that was formed on July 1, 2020 for the purpose of entering into the merger agreement and effecting the second merger. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company and as a wholly owned subsidiary of Uber. As a result of the second merger, Merger Company will own the legacy business of Postmates.

Postmates

Postmates Inc.
201 3rd Street, Suite 200
San Francisco, CA 94103
Phone: (415) 659-9465

Postmates operates a technology platform that enables customers to order food and goods from over 600,000 restaurants and other retailers, merchants to growth their businesses and reach new consumers beyond the proximity of their physical storefronts, and independent contractor couriers to realize their earnings potential on a flexible schedule. Postmates network, which consists of its customers, merchants and a fleet of independent contractors, served 4,213 cities and was available to approximately 80% of U.S. households as of March 31, 2020. Since inception, Postmates’ platform has generated over $6.4 billion in gross merchandise volume and fulfilled over 185 million orders through March 31, 2020.

Postmates’ platform empowers customers to easily discover and search for merchants. It also provides access to exclusive merchants along with real-time order tracking, simple re-ordering and high quality customer support. Postmates has continued to lower the cost of delivery for customers over time, and its subscription product, Postmates Unlimited, offers members free delivery on orders over a minimum order value, among other benefits. As of March 31, 2020, Postmates had approximately 10.7 million active customers, which it defines as any customer who has placed at least one order on its platform during the trailing 12-month period.

As Postmates has grown, it has offered improved selection and service to its customers, generated higher sales for merchants, and improved efficiency and earnings potential for its fleet of independent contractor couriers, which numbered over 550,000 as of March 31, 2020.

Postmates Inc. was incorporated in Delaware in 2011 and is a privately held company.

THE TRANSACTION

The following is a description of certain material aspects of the transaction. This description may not contain all of the information that is important to you. Uber and Postmates encourage you to carefully read this entire consent solicitation statement/prospectus, including the merger agreement attached to this consent solicitation statement/prospectus as Annex A and the Postmates certificate amendment attached to this consent solicitation statement/prospectus as Annex C, for a more complete understanding of the transaction.

Structure of the Transaction

The merger agreement provides, among other matters, for the acquisition of Postmates pursuant to two successive mergers, on the terms and subject to the conditions in the merger agreement and in accordance with the DGCL and the DLLCA. Pursuant to the merger agreement, at the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company in the second merger and as a wholly owned subsidiary of Uber.

Consideration to Postmates Stockholders

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person:

As used in this consent solicitation statement/prospectus:

Background of the Transaction

Each of Uber and Postmates periodically evaluates opportunities to achieve its long-term operational and financial goals and to enhance stockholder value, including through potential strategic transactions such as business combinations, divestitures, acquisitions and similar transactions. As part of Uber’s ongoing evaluation of such opportunities, Uber’s senior management identified Postmates as a potential candidate for a strategic transaction with Uber. Postmates’ ongoing evaluation of such opportunities has included, from time to time, among other things, (i) continuing to execute on Postmates’ current standalone business plan, (ii) potential opportunities for significant partnerships, strategic alliances, or acquisitions or business combinations to grow Postmates’ business and operations, (iii) an initial public offering of Postmates common stock (an “IPO”) and (iv) a possible sale of, or business combination involving, Postmates.

Beginning in late 2018, Postmates commenced initial preparations for a potential IPO. After evaluating several investment banks, the Postmates board authorized the engagement of J.P. Morgan Securities LLC (“J.P. Morgan”) to act as lead underwriter for such IPO.

On January 22, 2019, Postmates confidentially submitted a registration statement on Form S-1 (the “Form S-1”) to the SEC with respect to an IPO. Following the initial submission of the Form S-1, Postmates continued to prepare for a potential IPO and ultimately confidentially submitted a number of amendments to the Form S-1 to the SEC in connection therewith between March 2019 and May 2020.

Between May and July 2019, representatives of Uber and Postmates held preliminary discussions regarding a potential strategic transaction. In connection with such discussions, Uber submitted to Postmates a preliminary, non-binding indication of interest with respect to a potential acquisition of 100% of the equity interests of Postmates in exchange for Uber common stock with an aggregate value of $1.9 billion. However, such discussions did not result in a proposal for a strategic transaction that either party determined to be actionable and, in late July 2019, the parties agreed to discontinue further discussions regarding a potential acquisition of Postmates by Uber at that time.

Following the termination of discussions between Uber and Postmates, Postmates continued to prepare for a potential IPO. In addition, in September 2019, Postmates issued and sold shares of Postmates Series G preferred stock for aggregate proceeds of approximately $150 million.

On March 17, 2020, Postmates formally engaged J.P. Morgan as its financial advisor in connection with the Postmates board and management’s ongoing evaluation of potential strategic transactions based on, among other things, Postmates’ familiarity with J.P. Morgan and J.P. Morgan’s reputation, deal experience and knowledge and familiarity with Postmates’ business based in part upon its role as lead underwriter for a potential IPO.

On June 3, 2020, a representative of a publicly traded blank check special purpose acquisition company that had raised over $675 million in cash in its initial public offering (“SPAC A”) submitted to Postmates a preliminary, non-binding term sheet with respect to a potential acquisition of Postmates by SPAC A. The term sheet contemplated the acquisition of 100% of the outstanding equity interests of Postmates in exchange for shares of common stock of SPAC A at an aggregate valuation of Postmates of approximately $2.5 billion. The term sheet also contemplated, among other things, that the acquisition would be conditioned upon SPAC A retaining a minimum of $400 million in cash at the closing of the acquisition and that a portion of the shares of SPAC A’s common stock held by the sponsors of SPAC A would be subject to certain vesting terms and would only vest in the event that the trading price of SPAC A’s common stock exceeded certain price thresholds.

From June 3 to June 11, 2020, Postmates and its representatives engaged in discussions with SPAC A and its representatives regarding due diligence matters and the proposed terms of a potential transaction between Postmates and SPAC A.

On June 11, 2020, a representative of another publicly traded blank check special purpose acquisition company domiciled outside of the United States that had raised over $350 million in cash in its initial public offering (“SPAC B”), submitted to Postmates a preliminary, non-binding term sheet with respect to a potential acquisition of Postmates by SPAC B. The term sheet contemplated the acquisition of 100% of the outstanding equity interests of Postmates in exchange for shares of common stock of SPAC B and ascribed an enterprise value of $2.3 billion to Postmates on a cash-free, debt-free basis. The term sheet also contemplated, among other things, that the acquisition would be conditioned upon SPAC B retaining a minimum of $350 million in cash at the closing of the acquisition and the issuance of 10-to-1 “high vote” shares to Postmates’ co-founders.

On June 12, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham & Watkins LLP (“Latham”), outside legal counsel to Postmates, and J.P. Morgan also in attendance, to discuss a potential IPO and the term sheets received from each of SPAC A and SPAC B. Representatives of SPAC A were also invited to attend a portion of the meeting to make a presentation to the Postmates board regarding SPAC A’s proposed terms for a business combination and its vision for the operation and strategy of the combined company following such a transaction. Following the presentation by representatives of SPAC A, such representatives left the meeting. Postmates management provided the Postmates board with an update on a potential IPO and on Postmates’ financial results, noting the recent improvement in the performance of Postmates’ business resulting primarily from increased demand arising from the COVID-19 pandemic. Representatives of J.P. Morgan and Latham provided a summary of the term sheets received from SPAC A and SPAC B, noting that (a) the valuation ascribed to Postmates in SPAC B’s proposal was significantly lower than the valuation ascribed to Postmates in SPAC A’s proposal and (b) the minimum cash condition in SPAC B’s proposal was lower than the minimum cash condition set forth in SPAC A’s proposal. Representatives of J.P. Morgan also reviewed with the Postmates board certain considerations related to an IPO and a business combination transaction with SPAC A or SPAC B, including with respect to speed, certainty and valuation, noting that (i) an IPO was expected to be completed prior to the end of July while a business combination with SPAC A or SPAC B was expected to be completed no earlier than the end of August or beginning of September, (ii) a business combination transaction with SPAC A or SPAC B would provide greater certainty of capital than an IPO and (iii) notwithstanding the greater certainty of capital, a business combination transaction with SPAC A or SPAC B was expected to result in a lower overall valuation to Postmates’ existing stockholders as compared to an IPO. Representatives of J.P. Morgan and Latham then discussed potential revisions to SPAC A’s proposed terms, including, among others, an increase to the portion of SPAC A’s sponsors’ common shares to be subject to vesting and the price targets applicable to such vesting. Following further discussion, the Postmates board directed management, J.P. Morgan and Latham to continue to negotiate improved terms with SPAC A while simultaneously continuing preparations for a potential IPO.

On June 13, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Uber’s Chief Executive Officer expressed Uber’s interest in exploring a potential acquisition of Postmates. Following the discussion, a representative of Uber delivered a mutual non-disclosure agreement (which did not contain a standstill provision) to representatives of Postmates. The mutual non-disclosure agreement was executed by the parties later that day.

Later on June 13, 2020, a representative of Postmates delivered a revised term sheet to representatives of SPAC A which contemplated, among other things, (i) revised time- and performance-based vesting terms applicable to SPAC A’s sponsors’ common shares and warrants and (ii) a termination fee, in an amount to be mutually agreed, payable by SPAC A’s sponsors in the event of a failure of the acquisition to close as a result of a failure to obtain SPAC A’s stockholder approval or a failure of the minimum cash condition.

On June 14, 2020, SPAC A’s outside counsel delivered a revised term sheet to representatives of Latham, which did not include a termination fee and noted that vesting terms applicable to SPAC A’s sponsors’ common shares and warrants were to be discussed.

On June 15, 2020, SPAC A’s outside counsel, representatives of Latham and Postmates had a telephone discussion during which the parties discussed the revised term sheet and other matters related to the potential transaction. Later that same day, SPAC A’s outside counsel delivered a revised term sheet to representatives of Latham, which

contemplated, among other things, an increase in the aggregate number of SPAC A’s sponsors’ common shares and warrants subject to vesting terms and an additional issuance of shares to SPAC A’s sponsors in the event that the trading price of SPAC A’s common stock exceeded a certain trading price threshold.

On June 17, 2020, Postmates’ Chief Executive Officer and representatives of SPAC A had a telephone discussion during which Postmates’ Chief Executive Officer rejected the additional share issuance contemplated by the latest term sheet and the parties discussed further certain vesting terms applicable to SPAC A’s sponsors’ common shares and warrants. Later that same day, a representative of SPAC A delivered a revised term sheet to Postmates, which did not include the additional share issuance or performance-based vesting for SPAC A’s sponsors’ common shares and warrants subject to vesting terms. Over the course of the next two weeks, representatives of SPAC A, SPAC A’s outside counsel, Postmates, Latham and J.P. Morgan engaged in multiple discussions and exchanged drafts of definitive transaction and ancillary agreements as well as diligence information.

Also on June 17, 2020, in preparation for an IPO, Postmates held its analyst day to discuss Postmates’ business, strategy and financial model with research analysts.

Later on June 17, 2020, Uber’s Chief Executive Officer submitted to Postmates a non-binding indication of interest with respect to a potential acquisition of Postmates by Uber. The indication of interest contemplated the acquisition of 100% of the equity interests of Postmates in an all-stock transaction that ascribed a $2.5 billion to $2.75 billion valuation to Postmates on a cash-free, debt-free basis and assuming normalized working capital.

On June 18, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Postmates’ Chief Executive Officer expressed his view that the low end of the valuation range set forth in Uber’s indication of interest was insufficient and not reflective of the full value of Postmates.

Also on June 18, 2020, representatives of J.P. Morgan had a telephone discussion with representatives of Uber to discuss Uber’s valuation of Postmates and next steps for discussions regarding a potential transaction, including the sharing of diligence information.

On June 19, 2020, representatives of J.P. Morgan had a telephone discussion with representatives of Uber during which the parties discussed Postmates’ contemplated IPO timeline and the expected due diligence process in connection with the parties’ evaluation of a potential transaction. Following such discussion, a representative of Uber delivered an exclusivity agreement to representatives of J.P. Morgan, which contemplated an exclusivity period through July 6, 2020 and which included exceptions for IPO-related activities and continuing discussions with blank check special purpose acquisition companies.

On June 20, 2020, representatives of J.P. Morgan delivered a revised exclusivity agreement to Uber, which, among other things, provided for an exclusivity period through July 1, 2020.

During the period following June 20, 2020, Postmates made available to representatives of Uber due diligence materials in an electronic data room, and the parties and their respective advisors held telephonic meetings in connection with their respective due diligence investigations.

On June 21, 2020, a representative of Uber delivered a revised exclusivity agreement to representatives of J.P. Morgan, which, among other things, provided for an exclusivity period through July 3, 2020.

Later on June 21, 2020, Postmates’ Chief Financial Officer and Uber’s Vice President of Corporate Development and Capital Markets had a telephone discussion during which they discussed the exclusivity agreement, and Postmates’ Chief Financial Officer requested that Uber provide a definitive valuation in advance of a meeting of the Postmates board on June 27, 2020 and communicated Postmates’ expectation that any definitive agreement for a transaction between the parties would be a public company-style merger agreement. Following the discussion, representatives of Latham delivered a revised exclusivity agreement to representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), Uber’s outside counsel, which provided for an exclusivity period through June 29, 2020.

On June 22, 2020, Postmates and Uber executed an exclusivity agreement (the “exclusivity agreement”), which provided for an exclusivity period through June 29, 2020 and contained exceptions for IPO-related activities and continuing discussions with blank check special purpose acquisition companies.

From June 22 through June 24, 2020, in preparation for an IPO, Postmates held testing-the-waters meetings with potential investors.

On June 25, 2020, representatives of J.P. Morgan and Uber had a telephone discussion to discuss timing of a potential transaction and valuation matters.

Also on June 25, 2020, a representative of Wachtell Lipton sent a draft merger agreement to representatives of Latham. The merger agreement contemplated, among other things, (i) certain limitations on Uber’s obligations to obtain required antitrust approvals, (ii) a termination fee of an unspecified amount payable by Uber in the event of a failure to obtain required antitrust approvals, and (iii) certain indemnification obligations on the part of Postmates stockholders, with a portion of the consideration to be held in escrow as partial security for such indemnification obligations. In addition, the merger agreement provided that the consideration payable by Uber would be calculated based on a VWAP of Uber common stock for an unspecified trading period prior to the signing of the merger agreement.

On the morning of June 26, 2020, a committee of the Uber board, which the Uber board established on May 12, 2020 for the purpose of analyzing, evaluating and, if applicable, approving certain strategic transactions with respect to Uber’s Eats business (the “Uber transaction committee”), held a special telephonic meeting, with members of Uber senior management and members of Uber’s Eats, corporate development and legal teams also in attendance. At the meeting, members of Uber senior management provided an update on the status of discussions and developments with Postmates with respect to the potential transaction and related timing considerations. The Uber transaction committee and members of Uber senior management also discussed certain proposed terms of, and the strategic rationale for, the transaction and reviewed certain preliminary business and financial analyses with respect to the transaction. Following discussion, the Uber transaction committee authorized Uber senior management to proceed to negotiate the transaction on the terms discussed at the meeting.

Also on June 26, 2020, senior management of Postmates and representatives of J.P. Morgan and Latham discussed by telephone the proposed draft merger agreement. Following such discussion, Postmates’ Chief Financial Officer communicated Postmates’ position on certain matters to Uber’s Vice President of Corporate Development and Capital Markets, including with respect to antitrust matters, indemnification and escrow, and conditionality. Representatives of Latham and Wachtell Lipton also discussed by telephone the proposed draft merger agreement.

On June 27, 2020, Uber’s Vice President of Corporate Development and Capital Markets communicated to Postmates’ Chief Financial Officer certain supplemental proposed transaction terms. These terms ascribed a $2.65 billion valuation to Postmates, and contemplated that the Uber common stock to be issued to Postmates stockholders in the transaction would be valued based on the VWAP of Uber common stock for the 30 trading days prior to the signing of the merger agreement, among other things.

Also on June 27, 2020, a representative of Wachtell Lipton communicated a revised position regarding certain antitrust provisions to a representative of Latham, and representatives of Uber, Wachtell Lipton, Postmates and Latham participated in telephone calls regarding diligence matters.

Later on June 27, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Postmates’ Chief Executive Officer communicated a counterproposal which ascribed a $2.75 billion valuation to Postmates and contemplated that the Uber common stock to be issued to Postmates stockholders in the transaction would be valued based on either a fixed price of $30.00 per share or the VWAP of Uber common stock for the five-to-eight trading days prior to the signing of the merger agreement. In addition, the counterproposal contemplated a public company-style merger agreement, with no indemnification or escrow provisions.

Later on June 27, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Uber’s Chief Executive Officer indicated that Uber would be willing to agree to terms that ascribed a $2.75 billion valuation to Postmates, provided that the merger agreement contained certain indemnification obligations on the part of Postmates stockholders and that a portion of the consideration would be held in escrow as partial security for such indemnification obligations. Uber’s Chief Executive Officer also proposed that the Uber common stock to be issued to Postmates stockholders in the transaction would be valued based on the VWAP of Uber common stock for the 10 trading days prior to the signing of the merger agreement.

Later on June 27, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss the status of Postmates’ exploration of strategic alternatives, including its contemplated IPO, a potential business combination with SPAC A and a potential business combination with Uber. Postmates management first provided an update on the proposed terms of a potential business combination with Uber. Representatives of J.P. Morgan then reviewed with the Postmates board the three strategic alternatives under consideration. With respect to a potential IPO, representatives of J.P. Morgan noted that Postmates had completed its testing-the-waters meetings and was prepared to publicly file its Form S-1 in early July 2020. With respect to a potential business combination with SPAC A, J.P. Morgan indicated that the key vesting terms of SPAC A’s common shares held by the sponsors of SPAC A had been finalized and that senior management of SPAC A had stated that SPAC A was prepared to execute definitive transaction documents. With respect to a potential business combination with Uber, representatives of J.P. Morgan discussed the most recent terms proposed by Uber, as described above. Representatives of J.P. Morgan then reviewed with the Postmates board certain considerations related to these strategic alternatives, including with respect to speed, certainty and valuation. Representatives of J.P. Morgan noted that an IPO presented certain timing advantages relative to a business combination with Uber, in light of the expected regulatory review period for the transaction, but that a business combination transaction with SPAC A or Uber would provide greater certainty of capital than an IPO and a business combination transaction with SPAC A was expected to result in a lower overall valuation for Postmates’ existing stockholders as compared to an IPO or a business combination with Uber (which ascribed a valuation at the higher end of the expected pricing range of an IPO). Representatives of J.P. Morgan then provided an overview of Uber’s historical stock price performance and key operating and trading metrics. The Postmates board discussed certain risks and uncertainties related to the operation of Postmates on a standalone basis and in connection with and following an IPO. The Postmates board also discussed certain near-term capital requirements of Postmates, including that Postmates would likely require at least $100 million in new capital to operate its business during the next 12 months. Following discussion, the Postmates board agreed to consider the information discussed at the meeting and meet again the next morning.

On the morning of June 28, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss next steps in connection with Postmates’ ongoing evaluation of strategic alternatives, including possible ways in which the terms proposed by Uber could be made more favorable to Postmates. Following discussion, the Postmates board directed management, J.P. Morgan and Latham to continue to negotiate improved terms with Uber, including, among other things, a $2.65 billion valuation of Postmates, subject to entering into a merger agreement with no indemnification or escrow provisions, a 25% collar on the VWAP used to determine the stock consideration payable by Uber, $100 million in interim financing to be provided by Uber to Postmates during the pre-closing period, which would not be deducted from the consideration payable by Uber at closing, and a 6% termination fee payable by Uber to Postmates in the event of a failure to obtain required antitrust approvals, which termination fee would increase at a rate of 1.25% per month commencing on the one-year anniversary of the date of the merger agreement if the closing had not occurred by such date.

At the direction of the Postmates board, representatives of Postmates and J.P. Morgan had a telephone discussion with representatives of Uber during which the terms outlined by the Postmates board were communicated to Uber. A representative of Uber subsequently communicated to representatives of Postmates and J.P. Morgan that Uber would be willing to agree to terms that ascribed a $2.65 billion valuation to Postmates, with no indemnification or escrow. However, any outstanding amounts under the $100 million initial loan would be deducted from the

consideration payable by Uber at the closing of the transaction. A representative of Uber also proposed a 5% termination fee payable by Uber to Postmates in the event of a failure to obtain required antitrust approvals, with no escalation of such fee, and a 20% collar on the VWAP used to determine the stock consideration payable by Uber, among other terms.

Later on June 28, 2020, the Postmates board held another telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss Uber’s latest proposed transaction terms. Following discussion, the Postmates board directed management and J.P. Morgan to continue to negotiate improved terms with Uber, including certain terms intended to mitigate perceived risks related to the antitrust review process for the transaction and Postmates’ capital requirements during the period prior to the closing of the transaction. Such terms were subsequently communicated to representatives of Uber.

Also on June 28, 2020, representatives of Uber, Wachtell Lipton, Postmates and Latham participated in telephone calls regarding diligence matters.

On June 29, 2020, representatives of J.P. Morgan and Uber had a telephone discussion, during which representatives of Uber communicated that Uber would agree to make available to Postmates interim financing of up to $125 million, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement, with any amount outstanding thereunder to be deducted from the consideration payable by Uber at closing or credited against the termination fee in the event that the closing did not occur and such fee were payable, and additional interim financing of up to $75 million, available on the one-year anniversary of the date of the merger agreement, with any amount outstanding thereunder to be deducted from the consideration payable by Uber at closing or from the amount of the termination fee in the event that the closing did not occur and such fee were payable or settled in non-voting stock or repaid within 12 months if the transaction were to fail to close. In addition, representatives of Uber proposed a reverse termination fee of 5.5% and a reference price of $32.15 for valuing the Uber common stock to be issued to Postmates stockholders in the transaction, which represented the VWAP of Uber common stock for the 10 consecutive trading days ending on and including June 28, 2020.

Also on June 29, 2020, representatives of Uber, Wachtell Lipton, Postmates, J.P. Morgan and Latham participated in telephone calls regarding diligence matters. In addition, representatives of Wachtell Lipton delivered a draft support agreement to representatives of Latham, and representatives of Latham delivered a revised merger agreement to representatives of Wachtell Lipton. The revised merger agreement included, among other things, a provision obligating Uber to use reasonable best efforts to take all actions necessary or advisable to obtain required regulatory approvals unless such actions would result in a material adverse effect on Uber or Postmates, in each case measured on a scale relative to the combined size of Postmates and the Uber Eats business.

Also on June 29, 2020, media outlets publicly reported speculation that Uber and Postmates were in discussions regarding a business combination transaction.

Later on June 29, 2020, representatives of Uber, Wachtell Lipton, Postmates, J.P. Morgan and Latham had a telephone discussion regarding the status of the transaction and open issues, including the proposed interim financing arrangements. In addition, on June 29 and again on July 2, 2020, Uber and Postmates executed amendments to the exclusivity agreement, providing for extensions of the exclusivity period through June 30, 2020 and July 5, 2020, respectively.

On June 30, 2020, a representative of Wachtell Lipton delivered to representatives of Latham a term sheet with respect to the proposed interim financing arrangements which contemplated, among other things, that Uber would make available to Postmates interim financing of up to $100 million, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement, and additional interim financing of up to $100 million, available on the one-year anniversary of the date of the merger agreement, and certain other terms with respect to the treatment of the initial loan and the additional loan. Representatives of Wachtell Lipton and Latham also held several telephone discussions to discuss open issues in the merger agreement.

Also on June 30, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss the status of the negotiations with Uber. Following discussion, the Postmates board directed management, J.P. Morgan and Latham to continue negotiations with Uber and its representatives.

Later on June 30, 2020, a representative of Wachtell Lipton delivered a revised draft of the merger agreement to representatives of Latham.

Also on June 30, 2020, Khai Ha, a member of the Postmates board affiliated with GPI Capital Gemini HoldCo LP and GPI Capital Guardian III LP (collectively, “GPI”), each a current Postmates stockholder, delivered to representatives of Latham a proposed letter agreement to be entered into between Postmates and GPI, which contemplated that any consent to a strategic transaction to be provided by GPI would be conditioned upon the holders of Postmates Series G preferred stock (including GPI) receiving no less than one and one-half times the sum of the original purchase price thereof, together with accrued dividends, in consideration for each share of Postmates Series G preferred stock. Pursuant to the Postmates certificate, the consent of the holders of a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) is required for any transaction deemed to be a liquidation, dissolution or winding up of Postmates under the Postmates certificate unless the per share proceeds payable to such holders at the closing of such transaction are at least one and one-half times the original purchase price of such shares.

On July 1, 2020, the Uber board held a special telephonic meeting, with members of Uber senior management and members of Uber’s Eats, corporate development and legal teams also in attendance. At the meeting, members of Uber senior management provided an update on the potential transaction with Postmates. The Uber board and members of Uber senior management discussed certain proposed terms of the transaction, including the consideration to be paid by Uber and the contemplated interim financing arrangements. Members of Uber’s legal and corporate development teams reviewed with the Uber board the financial performance of Postmates, certain valuation analyses, the potential synergies and benefits that could be realized from the transaction and certain risks and key due diligence findings, among other matters. Following discussion, the Uber board authorized Uber senior management to continue to negotiate and finalize the terms of the transaction and delegated to the Uber transaction committee the authority to formally approve the transaction.

On July 1, 2020, representatives of Uber, Wachtell Lipton, Postmates, J.P. Morgan and Latham had multiple discussions and exchanged further correspondence regarding the terms of the merger agreement, the interim financing and related transaction documents. During the course of such discussions, Uber agreed, among other things, to use reasonable best efforts to obtain required antitrust approvals, subject to certain limitations, including that it will not be required to take any action that, individually or in the aggregate, would or would reasonably be expected to have a materially adverse effect on Postmates, Uber and/or their respective subsidiaries, in each case measured on a scale relative to the combined size of Postmates and its subsidiaries, taken as a whole, as described in the section entitled “The Merger Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions.”

Also on July 1, 2020, the compensation committee of the Postmates board held a telephonic meeting, with members of Latham also in attendance, to discuss compensation and retention matters relating to a potential strategic transaction with Uber.

On July 2 and July 3, 2020, representatives of the parties exchanged revised drafts of the merger agreement and related transaction documents, and had multiple discussions and exchanged further correspondence regarding the terms of the merger agreement and related transaction documents, as well as certain diligence matters. During these discussions, the parties agreed, among other things, to continue discussions on the basis of a reference price of $31.45 per share for valuing the Uber common stock to be issued to Postmates stockholders in the transaction, which represented the VWAP of Uber common stock for the 10 consecutive trading days ending on and including June 29, 2020 (the last trading day prior to media reports regarding speculation that Uber and Postmates were in discussions regarding a business combination transaction), which would not be subject to a collar.

On July 3, 2020, the Uber transaction committee held a special telephonic meeting, with members of Uber senior management and members of Uber’s Eats, corporate development and legal teams also in attendance. At the meeting, members of Uber senior management provided an update on the proposed transaction with Postmates. The Uber transaction committee and members of Uber senior management discussed certain key terms of the transaction, as reflected in the latest draft merger agreement and related transaction documents, the proposed announcement and communications plan, the strategic rationale for the combination and related matters. Following discussion, the Uber transaction committee approved the merger agreement and the transaction, determined that the merger agreement and the transaction are fair to and in the best interests of Uber and its stockholders, and authorized Uber senior management to finalize and execute the merger agreement and related transaction documents, with such approval also constituting the approval of the Uber board.

Later on July 3, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss the status of the potential transaction with Uber and Postmates’ other strategic alternatives. Representatives of J.P. Morgan reviewed with the Postmates board the status of, and certain considerations related to, the three strategic alternatives under consideration by the Postmates board. Representatives of J.P. Morgan reviewed certain key criteria to consider with respect to these strategic alternatives that had previously been discussed by the Postmates board, including speed, certainty and valuation, and noted that the certainty of a strategic transaction with Uber had been increased as a result of the parties’ negotiations. Representatives of J.P. Morgan then reviewed with the Postmates board Uber’s historical stock price performance and key operating and trading metrics. Representatives of Latham reviewed the fiduciary duties of the Postmates board in the context of considering Postmates’ strategic alternatives and outlined certain key terms of the merger agreement, including the interim financing arrangements and Uber’s obligations with respect to antitrust matters. Following discussion, the Postmates board directed management, J.P. Morgan and Latham to negotiate proposed final terms of the transaction with Uber. Following such discussion, the members of Postmates senior management and representatives of J.P. Morgan in attendance left the meeting and the Postmates board met in executive session to discuss compensation and retention matters relating to the transaction.

Also on July 3, 2020, representatives of GPI’s counsel exchanged drafts of the Postmates certificate amendment and discussed the same by telephone with representatives of Latham, and GPI’s counsel delivered a draft cost reimbursement agreement pursuant to which GPI would be entitled to reimbursement of legal costs in an amount up to $100,000 arising out of the negotiation or completion of the transaction.

On July 4 and July 5, 2020, representatives of Wachtell Lipton and Latham exchanged drafts of the merger agreement and related transaction documents and finalized the terms thereof.

On July 5, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to consider the proposed transaction with Uber, the merger agreement and the other transaction documents relating thereto. Representatives of J.P. Morgan first reviewed the three strategic alternatives under evaluation by the Postmates board — (i) an IPO, (ii) a business combination with SPAC A and (iii) a business combination with Uber — and certain key criteria to consider with respect to these strategic alternatives. Representatives of Latham then reviewed the fiduciary duties of the Postmates board in the context of considering the strategic alternatives and reviewed certain key terms of the merger agreement and the Postmates certificate amendment. After the presentations by J.P. Morgan and Latham, the Postmates board continued to discuss the potential business combination transaction with Uber and the reasons for the directors’ belief that the merger agreement and the transaction with Uber were in the best interests of Postmates and its stockholders (for more information, see the section entitled “The Transaction—Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board”). Following such discussion, the Postmates board approved the Postmates certificate amendment and various other compensation related matters, including an amendment to the Postmates equity incentive plan to provide for the accelerated vesting of equity awards in connection with certain terminations of employment following the consummation of the mergers, the Postmates retention awards to be issued to certain members of Postmates’ senior management and change in control severance agreements for certain Postmates senior management (for more information concerning these arrangements, see the section entitled

“Interests of Postmates’ Directors and Executive Officers in the Transaction”). The Postmates board then unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction, including the mergers and the Postmates certificate amendment, were fair to and in the best interests of Postmates and its stockholders, and authorized Postmates’ management to execute the merger agreement with Uber.

Later that evening, Postmates and Uber executed the merger agreement.

The following morning, on July 6, 2020, Uber and Postmates issued a joint press release announcing the execution of the merger agreement.

Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board

At a meeting held on July 5, 2020, the Postmates board considered the transaction and the terms of the merger agreement and the Postmates certificate amendment and unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. The Postmates board unanimously recommends that Postmates stockholders approve each of the proposals by executing and returning the written consent furnished with this consent solicitation statement/prospectus.

In arriving at this determination and recommendation, the Postmates board, in consultation with Postmates management and Postmates’ financial and legal advisors, engaged in numerous discussions regarding the transaction, received materials for their review and consideration, and considered a variety of factors. The following are some of the significant factors that supported the Postmates board’s decision to approve the merger agreement (which are not in any relative order of importance):

In the course of its deliberations, the Postmates board also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

In addition to considering the factors described above, the Postmates board considered the fact that some of Postmates’ directors and executive officers have other interests in the transaction that may be different from, or in addition to, the interests of Postmates stockholders generally, as more fully described in the section entitled “Interests of Postmates’ Directors and Executive Officers in the Transaction.”

The Postmates board concluded that the risks, uncertainties and potentially negative factors associated with the transaction were outweighed by the potential benefits that it expected Postmates and its stockholders would achieve as a result of entering into the transaction. Accordingly, the Postmates board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders.

The foregoing discussion of the factors considered by the Postmates board includes the principal positive and negative factors, but is not intended to be exhaustive and may not include all of the factors considered by the Postmates board. In view of the wide variety of factors considered by the Postmates board in connection with its evaluation of the transaction and the complexity of these matters, in reaching its decision to approve the merger agreement and the transaction and to make its recommendation to Postmates stockholders, the Postmates board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors and/or considered other factors altogether. The Postmates board considered each of the applicable factors as a whole in context of the transaction, including thorough discussions with Postmates management and Postmates’ financial and legal advisors, and overall considered such factors to be favorable to, and to support, its determination. It should be noted that this explanation of the reasoning of the Postmates board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”

Regulatory Approvals

Under the HSR Act, the mergers cannot be completed until, among other things, Uber and Postmates each files a notification and report form with the FTC and the DOJ and the applicable waiting period has been terminated or has expired. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or the DOJ issues a second request prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after

both parties have substantially complied with the second request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. On July 16, 2020, each of Uber and Postmates filed a notification and report form pursuant to the HSR Act with the FTC and the DOJ.

At any time before or after the completion of the transaction, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the transaction, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. In addition, at any time before or after the completion of the transaction, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that a challenge to the transaction on antitrust grounds will not be made or, if such a challenge is made, what the result will be. See the section entitled “The Merger Agreement—Conditions to Completion of the Transaction” for a discussion of the conditions to the completion of the transaction, including conditions with respect to the HSR Act.

In connection with the transaction, the parties also intend to make all required filings with the SEC, the Delaware Secretary of State and the NYSE, as well as any required filings with state or local licensing authorities.

Listing of Uber Common Stock

It is a condition to the closing that the shares of Uber common stock to be issued to Postmates stockholders in the first merger have been approved for listing on the NYSE, subject to official notice of issuance, prior to the closing date. It is expected that, following the transaction, the Uber common stock will continue to trade on the NYSE under the ticker symbol “UBER.”

Support Agreement

Subsequent to the execution of the merger agreement, Uber and the support stockholders entered into the support agreement. Pursuant to the support agreement, each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of its shares of Postmates capital stock entitled to act by written consent with respect thereto. The execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval. See the section entitled “Support Agreement.”

Restrictive Covenant Agreements

Concurrently with the entry into the merger agreement, Uber entered into restrictive covenant agreements with each of Bastian Lehmann and Sean Plaice (the “restrictive covenant agreements”). Pursuant to the restrictive covenant agreements, each of Mr. Lehmann and Mr. Plaice have agreed that, during the period commencing on the closing date and ending on the second anniversary of the closing date (the “restricted period”), he will not, directly or indirectly, engage in the design, development and operation of software or services enabling or supporting delivery of prepared meals and other consumer-facing goods (a “competitive business”) or have any interest in or provide services to any person or business engaged in any competitive business, in each case, within North America. In addition, during the restricted period, Mr. Lehmann and Mr. Plaice will not, directly or indirectly, (i) induce any person who is as of, or had been at any time during the period of six months before, the effective time, a customer,

partner, merchant or other business relation of Postmates or its subsidiaries (a “business relation”) to cease doing business with Uber or its subsidiaries, (ii) divert all or a portion of a business relation’s business to any person or business engaged in any competitive business, (iii) solicit or recruit any person who is as of, or had been at any time during the period of six months before, the effective time, an employee or other service provider of Postmates or its subsidiaries (a “service provider”), (iv) solicit or encourage any service provider to leave the employment or service of Uber or its subsidiaries or (v) interfere with the relationship of Uber or its subsidiaries with any service provider. The restrictions set forth in the foregoing clauses (iii) through (v) are subject to certain exceptions. In addition, during the restricted period, each of Mr. Lehmann and Mr. Plaice will not make any material oral or written negative, disparaging or adverse statements or representations of or concerning Uber or its subsidiaries.

Management Following the Transaction

Upon the completion of the transaction, the directors and executive officers of Uber will remain unchanged as disclosed in Part III, Item 10 of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020, as supplemented by Uber’s Current Report on Form 8-K filed with the SEC on March 23, 2020, Current Report on Form 8-K filed with the SEC on April 28, 2020 and Current Report on Form 8-K filed with the SEC on July 2, 2020.

Accounting Treatment

Uber and Postmates prepare their financial statements in accordance with GAAP. The mergers will be accounted for in accordance with FASB ASC Topic 805, Business Combinations, with Uber considered as the accounting acquirer and Postmates as the accounting acquiree. Accordingly, Uber will measure the assets acquired and liabilities assumed at their fair values including net tangible and identifiable intangible assets acquired and liabilities assumed as of the closing date, with any excess purchase price over those fair values being recorded as goodwill.

Tax Treatment of the Mergers

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Postmates receive an opinion from counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Such opinion will be based on, among other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinion may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders (as defined under “U.S. Federal Income Tax Consequences”) will be treated as if they sold their Postmates common stock in a fully taxable transaction.

THE MERGER AGREEMENT

The following section summarizes certain material provisions of the merger agreement, which is included in this consent solicitation statement/prospectus as Annex A and is incorporated by reference herein. The summary of the merger agreement below and elsewhere in this consent solicitation statement/prospectus is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This section is not intended to provide you with any factual information about Uber or Postmates. The rights and obligations of Uber and Postmates are governed by the merger agreement and not by this summary or any other information contained in or incorporated by reference into this consent solicitation statement/prospectus. Uber stockholders and Postmates stockholders are urged to read the merger agreement carefully and in its entirety, as well as this consent solicitation statement/prospectus and the information incorporated by reference into this consent solicitation statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement is attached to this consent solicitation statement/prospectus as Annex A and described in this summary to provide you with information regarding its terms. The merger agreement contains representations and warranties by Postmates, on the one hand, and by Uber, Merger Sub and Merger Company, on the other hand, which were made solely for the benefit of the other parties for purposes of the merger agreement. The representations, warranties and covenants made in the merger agreement by Postmates, Uber, Merger Sub and Merger Company were qualified and subject to important limitations agreed to by Postmates, Uber, Merger Sub and Merger Company in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts about Postmates or Uber or any other person at the time they were made or otherwise. The representations and warranties may also be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure letters that Postmates and Uber each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this consent solicitation statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this consent solicitation statement/prospectus and in the documents incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

The Transaction

The merger agreement provides, among other matters, for the acquisition of Postmates pursuant to two successive mergers, on the terms and subject to the conditions in the merger agreement and in accordance with the DGCL and the DLLCA. At the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company in the second merger and as a wholly owned subsidiary of Uber.

Pursuant to the merger agreement, and subject to the Postmates certificate amendment approval, Postmates will amend the Postmates certificate, a copy of which is attached as Annex B to this consent solicitation statement/prospectus, to make certain changes to the liquidation preference for the shares of the Postmates Series G preferred stock in connection with the mergers, as set forth in the Postmates certificate amendment, a copy of which is attached as Annex C to this consent solicitation statement/prospectus. The Postmates certificate amendment provides that the liquidation amount per share that a holder of Postmates Series G preferred stock is entitled to receive in connection

with the first merger will be equal to the greater of (a) the sum of (i) $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions) and (ii) any accrued or declared but unpaid dividends thereon and (b) the consideration that such share of Postmates Series G preferred stock would have otherwise been entitled to receive had all such shares of Postmates Series G preferred stock converted into shares of common stock immediately prior to the effective time. For purposes of calculating the consideration that such share of Postmates Series G preferred stock would have otherwise been entitled to receive under clause (b) in connection with the first merger, such consideration will be equal to the per share common merger consideration. The Postmates Series G preferred stock accrues dividends initially at the rate of 5.0% per annum (increasing by 1.0% per annum on September 9, 2020 and at the end of each six-month period thereafter, up to a maximum of 8.0%), compounded on a semi-annual basis, of the sum of (A) $9.1575 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions) per share plus (B) the amount of previously accrued dividends on such share.

Under the Postmates certificate currently in effect, Postmates is not permitted to enter into any transaction deemed to be a liquidation, dissolution or winding up of Postmates under the Postmates certificate currently in effect (including the transaction), unless the per share proceeds payable to the holders of Postmates Series G preferred stock at the closing of such transaction are at least $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions), without first obtaining the approval of holders of a majority of the outstanding shares of Postmates Series G preferred stock. The Postmates certificate amendment will amend the Postmates certificate in a manner that will provide that in the transaction, the per share proceeds payable to the holders of Postmates Series G preferred stock will be at least $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions). A majority of the holders of Postmates Series G preferred stock required the Postmates certificate amendment as a condition to their support of the transaction.

At the effective time, the certificate of incorporation and the bylaws of the surviving corporation will be amended to read the same as the certificate of incorporation and bylaws, respectively, of Merger Sub as in effect immediately prior to the effective time until thereafter changed or amended, except that the name of the surviving corporation will be “Postmates Inc.” and references to the incorporator will be deleted. At the second effective time, the certificate of formation and the limited liability company agreement of Merger Company, as in effect immediately prior to the second effective time, will be the certificate of formation and the limited liability company agreement of the surviving company, until thereafter changed or amended.

Unless otherwise determined by Uber prior to the effective time, the officers and directors of Merger Sub immediately prior to the effective time will be the initial officers and directors of the surviving corporation, until their successors are duly elected or appointed and qualified, and the officers and managers of Merger Company immediately prior to the second effective time will be the initial officers and managers of the surviving company, until their respective successors are duly elected or appointed and qualified.

Closing; Effective Time

The closing will take place remotely by exchange of documents and signatures, at 9:00 a.m., eastern time, on the third business day after the satisfaction or, to the extent permitted by applicable law, waiver of the last of the conditions to closing (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the closing), unless another date or place is agreed to in writing by Postmates and Uber.

On the closing date, the parties will cause a certificate of merger with respect to the first merger and a certificate of merger with respect to the second merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made under the DGCL and the DLLCA in connection with the mergers. The first merger will become effective at such time as the first certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time as will be agreed to by Postmates and Uber and specified in the first certificate of

merger. The second merger will become effective at such time as the second certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time as will be agreed to by Postmates and Uber and specified in the second certificate of merger. The second effective time will be at least one minute after the effective time.

Consideration; Effect of the Transaction on Capital Stock

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person:

Also at the effective time, (a) each share of Postmates capital stock issued and outstanding immediately prior to the effective time that is owned or held in treasury by Postmates will automatically be cancelled without payment of any consideration therefor (collectively, the “cancelled shares”), and (b) each share of common stock, par value $0.000001 per share, of Merger Sub issued and outstanding immediately prior to the effective time will automatically be converted into and become one fully paid and nonassessable share of common stock of the surviving corporation (“surviving corporation stock”).

At the second effective time, by virtue of the second merger and without any action on the part of the parties or holders of any securities of Postmates or any other person, (a) each limited liability company interest of Merger Company issued and outstanding immediately prior to the second effective time will remain outstanding as a limited liability company interest of the surviving company and (b) each share of surviving corporation stock issued and outstanding immediately prior to the second effective time will automatically be cancelled without payment of any consideration therefor.

Treatment of Postmates Warrants

At the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person, each Postmates warrant that is outstanding and unexercised immediately prior to the effective time will automatically be converted into the right to receive a number of shares of Uber common stock equal to the quotient of (a) the product of (i) the number of shares of Postmates common stock in respect of which such Postmates warrant was exercisable immediately prior to the effective time in accordance with the terms of the applicable Postmates warrant multiplied by (ii) the excess (if any) of (x) the cash equivalent per share common merger consideration (as defined under “—Treatment of Postmates Equity Awards”) minus (y) the per share exercise price of such Postmates warrant, divided by (b) the Uber trading price.

Treatment of Postmates Equity Awards

Postmates Stock Options

At the effective time, Postmates options will be treated as follows:

Postmates Stock Appreciation Rights

At the effective time, Postmates stock appreciation rights will be treated as follows:

Postmates Restricted Stock Units

At the effective time, Postmates restricted stock units will be treated as follows:

As used in this consent solicitation statement/prospectus:

Adjustment to Merger Consideration

If, between the date of the merger agreement and the effective time, any change with respect to Postmates capital stock or Uber common stock occurs as a result of any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change, all references in the merger agreement to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, will be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by the merger agreement prior to such change.

Total Consideration

In no event will the aggregate number of shares of Uber common stock to be issued by Uber pursuant to the merger agreement exceed the quotient of (a) the sum of (i) $2,650,000,000 plus (ii) the cash amount minus (iii) the indebtedness amount minus (iv) the Postmates transaction expenses, divided by (b) the Uber trading price (except, if applicable, as a result of adjustments made in accordance with the merger agreement).

Exchange Procedures

Prior to the effective time, Uber will designate the transfer agent for the Uber common stock, or another bank or trust company reasonably acceptable to Postmates, to act as the exchange agent in connection with the first merger (the “exchange agent”). Promptly (and in any event within three business days) after the effective time, Uber will deposit, or cause to be deposited, with the exchange agent for the sole benefit of Postmates stockholders (other than any dissenting stockholders), converting optionholders and holders of Postmates warrants (collectively, the “converting holders”):

As soon as reasonably practicable after the effective time (and in no event later than three business days following the closing date), Uber will cause the exchange agent to mail to each holder of shares of Postmates capital stock or Postmates warrants that were converted into the right to receive shares of Uber common stock:

Upon surrender of a certificate (or an affidavit of loss in lieu thereof and, if required by Uber, an indemnity bond) or Postmates warrant for cancellation to the exchange agent, together with a duly completed and validly executed letter of transmittal and such other documents as may be required, such holder will be entitled to receive (i) that number of whole shares of Uber common stock (which will be in uncertificated book-entry form), (ii) any cash in lieu of fractional shares of Uber common stock, and (iii) any dividends or other distributions on shares of Uber common stock, in each case that such holder has the right to receive in respect of such share of Postmates capital stock formerly represented by such certificate or Postmates warrant in accordance with the applicable provisions of the merger agreement, and the certificate or Postmates warrant so surrendered will be cancelled. The exchange agent will accept such certificates (or affidavits of loss in lieu thereof and, if required by Uber, an indemnity bond) or Postmates warrants upon compliance with such reasonable terms and conditions as the exchange agent may impose to effect an orderly exchange. If any payment in respect of a surrendered certificate or Postmates warrant is to be made to a person other than the person in whose name the surrendered certificate is registered, it will be a condition precedent of payment that the certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer (if applicable). The person requesting payment of a portion of the aggregate merger consideration to a person other than the person in whose name the surrendered certificate is registered will bear liability, if any, for any stock transfer taxes applicable to the delivery of such applicable portion of the aggregate merger consideration to such other person. The approval of merger agreement by the requisite vote or written consent of holders of Postmates capital stock will also constitute approval of all arrangements relating to the transaction and to the provisions of the merger agreement binding upon the converting holders, including the releases, waivers and other provisions of the letter of transmittal.

At the effective time, the stock transfer books of Postmates will be closed and thereafter there will be no further registration of transfers of Postmates capital stock or Postmates warrants. Until surrendered, each certificate and each Postmates warrant will be deemed at any time after the effective time to represent only the right to receive the applicable portion of the aggregate merger consideration payable in respect thereof, any cash amount payable in respect of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement.

Any amounts remaining unclaimed by the converting holders 12 months following the closing date will, at any time thereafter at the request of Uber, be delivered to Uber or as otherwise instructed by Uber. None of Uber, Postmates, the surviving corporation, the surviving company or the exchange agent will be liable to any converting holder or any other person for any portion of the aggregate merger consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by converting holders immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity will become, to the extent permitted by applicable law, the property of Uber free and clear of any claims or interest of any person.

In the event that any certificates have been lost, stolen or destroyed, the exchange agent will issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder and, if required by Uber, an indemnity bond, the applicable portion of the aggregate merger consideration payable in respect thereof, any cash amount payable in respect of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement.

No dividends or other distributions with respect to Uber common stock with a record date after the effective time will be paid to the holder of any unsurrendered certificate with respect to the shares of Uber common stock issuable pursuant to the merger agreement, and all such dividends and other distributions will be paid by Uber to the exchange agent until the surrender of such certificate (or affidavit of loss in lieu thereof and, if required by Uber, an indemnity bond). Subject to applicable law, following surrender of any such certificate (or affidavit of loss in lieu thereof and, if required by Uber, an indemnity bond), there will be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the effective time paid with respect to such shares of Uber common stock to which such holder is entitled pursuant to the merger agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Uber common stock.

No interest will be paid or will accrue on any portion of the aggregate merger consideration (including any cash in lieu of fractional shares that any holder has the right to receive or any amounts that any holder has the right to receive in respect of dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement).

No Fractional Shares

Uber will not issue fractional shares of Uber common stock in the transaction. Each converting holder who would otherwise have been entitled to receive a fraction of a share of Uber common stock (after aggregating all shares of Uber common stock, including fractional shares, that would be issued to such converting holder) will receive, in lieu thereof, cash, without interest, in an amount equal to the product of (x) such fraction of a share of Uber common stock multiplied by (y) the Uber trading price, rounded to the nearest whole cent.

Withholding Rights

Each of Uber, Postmates, the surviving corporation, the surviving company and the exchange agent will be entitled to deduct and withhold from amounts otherwise payable pursuant to the merger agreement any amounts as are required to be deducted or withheld with respect to such payment under the Code or any other applicable tax law. To the extent that amounts are so deducted or withheld, such amounts will be treated as having been paid to the person in respect of which such deduction or withholding was made and paid over to the proper governmental entity.

Dissenting Shares

To the extent that the provisions of Section 262 of the DGCL are or prior to the effective time may become applicable to the mergers or the provisions of Chapter 13 of the CCC are or prior to the effective time may become applicable to the mergers by reason of Section 2115 of the CCC, then, in each case, any share of Postmates capital stock, as of the effective time, held by a holder who has properly exercised (and has not effectively withdrawn or lost) his, her or its appraisal rights under Section 262 of the DGCL or dissenters’ rights under Chapter 13 of the CCC (a “dissenting share”) will not be converted into or represent a right to receive the consideration set forth in the applicable provisions of the merger agreement, and the holder of such dissenting share will be entitled only to such rights as may be granted to such holder in Section 262 of the DGCL or Chapter 13 of the CCC. However, if the status of any such dissenting share as a share carrying appraisal or dissenters’ rights is withdrawn, or if any such dissenting share loses its status as a share carrying appraisal or dissenters’ rights, then, as of the later of the effective time or the loss of such status, such dissenting share will automatically be converted into and will represent only the right to receive (upon the surrender of the certificate representing such share) the consideration set forth in the applicable provisions of the merger agreement, without any interest thereon. For information about the procedure for exercising appraisal or dissenters’ rights, see the section entitled “Appraisal and Dissenters’ Rights.”

Representations and Warranties

The merger agreement contains representations and warranties by Postmates, Uber, Merger Sub and Merger Company that are subject to certain exceptions and qualifications (including exceptions and qualifications related to knowledge, materiality and material adverse effect).

The merger agreement contains representations and warranties by Postmates relating to, among other things, the following:

The merger agreement includes a more limited set of representations and warranties by Uber, Merger Sub and Merger Company relating to, among other things, the following:

Many of the representations and warranties in the merger agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would be material to, or have a material adverse effect on, the applicable party).

For purposes of the merger agreement, a “material adverse effect” means, with respect to Postmates or Uber, (i) any effect that, individually or in the aggregate, would or would reasonably be expected to prevent, or materially impair or materially delay, the ability of such party to complete the transaction prior to the outside date or (ii) any

effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or operations of such party and its subsidiaries, taken as a whole. However, with respect to clause (ii), no effects to the extent resulting or arising from the following will be deemed to constitute a material adverse effect or will be taken into account when determining whether a material adverse effect exists or has occurred:

except, in the case of the first, second, third, fourth, sixth and seventh bullet points above, to the extent any such effect has had a disproportionate adverse impact on such party or any of its subsidiaries relative to other companies operating in the industry or industries in which such party and its subsidiaries operate.

The representations and warranties in the merger agreement do not survive the effective time.

Covenants and Agreements

Conduct of Business of Postmates Prior to Completion of the Transaction

Postmates has agreed that, between the date of the merger agreement and the earlier of the effective time or the date, if any, on which the merger agreement is validly terminated, except as set forth in the Postmates disclosure letter, as required or expressly permitted by the merger agreement, as required by applicable law (including COVID-19 measures) or as consented to in writing by Uber (which consent will not be unreasonably withheld, conditioned or

delayed, except in certain specified cases), Postmates (a) will, and will cause each Postmates subsidiary to, use its best efforts to conduct its business in all material respects in the ordinary course of business and, to the extent not inconsistent with the foregoing, use reasonable best efforts to (i) preserve intact its and their present material ongoing businesses, (ii) keep available the services of its and their present officers and other key employees and (iii) preserve its and their material relationships with merchants, vendors, governmental entities, employees and other persons with whom it and they have significant business relations; and (b) will not, and will cause each Postmates subsidiary not to:

Conduct of Business of Uber Prior to Completion of the Transaction

Uber has agreed that, between the date of the merger agreement and the earlier of the effective time or the date, if any, on which the merger agreement is validly terminated, except as set forth in the Uber disclosure letter, as required or expressly permitted by the merger agreement, as required by applicable law (including COVID-19 measures) or as consented to in writing by Postmates, Uber will not, and will cause each Uber subsidiary not to:

No Solicitation by Postmates

Postmates will not, will cause its controlled affiliates and its and their respective officers and directors not to, and will use reasonable best efforts to cause its other affiliates and its and their respective other employees and representatives not to, directly or indirectly through another person, (a) solicit, knowingly encourage or knowingly facilitate any proposal the consummation of which would constitute an alternative transaction, (b) participate in any discussions or negotiations regarding any proposal the consummation of which would constitute an alternative transaction, or (c) approve, endorse or recommend any proposal the consummation of which would constitute, or enter into any agreement, arrangement or understanding in connection with, an alternative transaction.

Postmates will promptly (and in no event later than 24 hours after receipt) advise Uber in writing of the receipt of any inquiry regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction, including the identity of the person making such inquiry or proposal, a summary of all of the material terms thereof and copies of all related written materials, and thereafter will keep Uber informed on a reasonably prompt basis regarding the status and material details of any such inquiry or proposal.

Postmates has agreed to, and to cause its controlled affiliates and its and their respective officers and directors to, and to use reasonable best efforts to cause its other affiliates and its and their respective other employees and representatives to, immediately cease any discussions or negotiations with any third party conducted prior to the date of the merger agreement with respect to any alternative transaction. Postmates has agreed to promptly (and in any event within two business days) after the date of the merger agreement terminate access of any such third party to any data room containing any information relating to Postmates and instruct each such third party that has executed a confidentiality agreement relating to an alternative transaction promptly to return to Postmates or destroy all information, documents and materials relating to such alternative transaction or to Postmates or its businesses, operations or affairs furnished by Postmates or any of its representatives to such third party.

In this consent solicitation statement/prospectus, the term “alternative transaction” means any (A) transaction or series of transactions pursuant to which any third party acquires or would acquire, directly or indirectly, beneficial ownership of more than 15% of the outstanding shares of Postmates capital stock or securities representing 15% or more of the voting power of Postmates, (B) merger, consolidation, share exchange or similar transaction pursuant to which any third party acquires or would acquire, directly or indirectly, assets or businesses of Postmates or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Postmates and its subsidiaries, taken as a whole, (C) transaction pursuant to which any third party acquires or would acquire, directly or indirectly, control of assets of Postmates or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Postmates and its subsidiaries, taken as a whole, or (D) disposition of assets to a third party representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Postmates and its subsidiaries, taken as a whole.

Reasonable Best Efforts; Regulatory Filings and Other Actions

Subject to the terms and conditions of the merger agreement, each party will, and will cause its subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable, including under

applicable law, to complete the transaction, including the mergers, as soon as practicable after the date of the merger agreement, including:

Each party has agreed to make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transaction as promptly as practicable after the execution of the merger agreement and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable.

Uber, Merger Sub and Merger Company will, and will cause their subsidiaries to, and, as and to the extent requested by Uber, Postmates and its subsidiaries will, consent, commit, offer or agree to, in each case if necessary to obtain the expiration or termination of the waiting period (and any extension thereof) applicable to the mergers under the HSR Act, or to resolve any pending proceeding under any antitrust law:

If any proceeding is instituted (or threatened to be instituted) by any person, including any governmental entity, challenging the transaction as violative of any applicable law, each of the parties will, and will cause its subsidiaries and representatives to, except as the parties may otherwise agree, use reasonable best efforts to contest and resist (including by defending through litigation) any such proceeding.

Neither Uber nor any of its subsidiaries will be obligated to, or to offer, consent, agree or commit to, and neither Postmates nor any of its subsidiaries will be permitted to, or to offer, consent, agree or commit to, without the prior written consent of Uber:

Each of the items in the two preceding bullet points is referred to in this consent solicitation statement/prospectus as an “unacceptable condition,” and any action of the type contemplated by either of the two preceding bullet points (whether or not resulting in an unacceptable condition) is referred to in this consent solicitation statement/prospectus as a “divestiture action.”

Postmates will give any notices to third parties required under contracts and will use reasonable best efforts to obtain any third party consents to any contracts that are necessary, proper or advisable to complete the transaction. However, none of Uber, Postmates or any of their respective subsidiaries will be required to pay any consent or other similar fee, payment or consideration to obtain such third party consents (except, in the case of Postmates, if requested by Uber and either promptly reimbursed by Uber or subject to the completion of the mergers).

The parties have agreed that Uber will have the right (after consulting with and considering in good faith the views of Postmates and subject to the terms of the merger agreement) to devise the strategy for all registrations, filings, forms, notices, petitions, statements, submissions of information, applications, proposals, other documents, communications and correspondence, and other actions and steps to be taken as contemplated by the merger agreement, in connection with the matters described above.

Change of Recommendation; No Stockholder Meeting

Postmates has agreed to include the recommendation of the Postmates board to Postmates stockholders in favor of the adoption of the merger agreement and the Postmates certificate amendment, upon the terms and subject to the conditions set forth in the merger agreement (the “Postmates board recommendation”) in this consent solicitation statement/prospectus, subject to the fiduciary duties of the Postmates board under applicable law.

Notwithstanding the foregoing, prior to obtaining Postmates stockholder approval, (a) Postmates or the Postmates board is permitted to disclose to Postmates stockholders a position contemplated by Rule 14d-9 under the Exchange Act or make any disclosure to Postmates stockholders and (b) the Postmates board is permitted to change or withdraw the Postmates board recommendation, but, in each case, solely to the extent any such disclosure, change or withdrawal is required for the Postmates board to carry out its fiduciary duties under applicable law. However, in no event will any such disclosure, change or withdrawal affect the validity and enforceability of the merger agreement or the support agreement, including each support stockholder’s obligation to deliver its written consent, and Postmates’ obligation to complete the transaction. Therefore, the support stockholders will be required to deliver the written consents contemplated by the support agreement, which will constitute the Postmates stockholder approval and the Postmates certificate amendment approval, even if the Postmates board changes or withdraws the Postmates board recommendation.

The merger agreement provides that Postmates will seek Postmates stockholder approval pursuant to this consent solicitation statement/prospectus, and Postmates will not call or convene any meeting of its stockholders in connection with the Postmates stockholder approval. See the section entitled “Solicitation of Written Consents.”

Director and Officer Indemnification and Insurance

The parties to the merger agreement have agreed that, for a period of six years from and after the effective time, Uber will:

In addition, at or prior to the effective time, Postmates will, in consultation with Uber, purchase a six-year “tail” policy on terms substantially equivalent to the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Postmates and its subsidiaries with respect to matters arising at or prior to the effective time.

Employee Matters

The merger agreement provides that Uber will assume, honor and fulfill all of the Postmates benefit plans in accordance with their terms as in effect immediately prior to the date of the merger agreement or as subsequently amended or terminated as permitted pursuant to the terms of such Postmates benefit plans and the merger agreement. From the effective time until the first anniversary of the closing date, Uber will provide to each employee of Postmates and its subsidiaries who continues to be employed by Uber or any of its subsidiaries (the “continuing employees”) (a) at least the same wage rate or base salary as in effect for such continuing employee immediately prior to the closing and (b) employee benefits (including cash bonus opportunities, retirement, health and welfare benefits, but excluding equity incentive compensation) that are, in the aggregate, no less favorable than those in effect for such continuing employee immediately prior to the closing.

For purposes of vesting, eligibility to participate and level of benefits under the employee benefit plans of Uber and its subsidiaries providing benefits to any continuing employees after the effective time, each continuing employee will, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with Postmates and its subsidiaries and their respective predecessors before the effective time, to the same extent as such continuing employee was entitled, before the effective time, to credit for such service under any similar Postmates benefit plan in which such continuing employee participated or was eligible to participate immediately prior to the effective time. However, there will be no duplication of benefits.

If, at least 10 business days prior to the effective time, Uber provides written notice directing Postmates to terminate its 401(k) plan(s), Postmates will terminate any and all 401(k) plans (collectively, the “Postmates 401(k) plan”) effective as of the day immediately preceding the day on which the effective time occurs (the “401(k) termination date”). If the Postmates 401(k) plan is terminated, then as soon as reasonably practicable following the 401(k) termination date, Uber will permit all continuing employees who were eligible to participate in the Postmates 401(k) plan immediately prior to the 401(k) termination date to participate in Uber’s 401(k) plan.

Prior to the closing date, Postmates will submit for approval by the Postmates stockholders, in accordance with Section 280G of the Code and the regulations thereunder (the “280G stockholder vote”), any payments that could reasonably be expected to constitute a “parachute payment” pursuant to Section 280G of the Code (each, a “parachute payment”) on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations thereunder) and which are irrevocably waived by such individual. Prior to the distribution of the 280G stockholder vote materials, Postmates will obtain an irrevocable waiver of the right to any parachute payment from each of the applicable “disqualified individuals” whose parachute payments would be subject to the 280G stockholder vote.

Interim Financing

Pursuant to the merger agreement, Uber has agreed to make available to Postmates interim financing of up to $100,000,000, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement (or, if earlier, the date of termination of the

merger agreement) (the “initial loan”). Uber has also agreed to make available to Postmates additional interim financing of up to $100,000,000, available on the one-year anniversary of the date of the merger agreement (the “additional loan”) if the transaction has not been completed by such date. Uber and Postmates will cooperate and use their respective reasonable best efforts to do all things necessary, advisable and proper in connection with the consummation, forgiveness, repayment, conversion or other satisfaction of the initial loan and additional loan, as applicable, on the terms, and subject to the conditions, agreed upon by the parties. The aggregate outstanding principal amount of the initial loan plus any accrued interest will be (i) deducted from the portion of the aggregate merger consideration payable by Uber to Postmates stockholders at the closing, (ii) credited against the termination fee if the closing does not occur and the termination fee is payable by Uber to Postmates or (iii) repayable by Postmates to Uber if the closing does not occur and no termination fee is payable. The aggregate outstanding principal amount of the additional loan plus any accrued interest will be (i) forgiven if the closing occurs or the merger agreement is terminated at least 180 days after the date of the additional loan (the “forgiveness date”), (ii) forgiven partially based on an agreed upon methodology if the closing occurs prior to the forgiveness date or (iii) repayable by Postmates to Uber within a certain time period if the merger agreement is terminated prior to the forgiveness date.

Tax Matters

Uber and Postmates will each use its reasonable best efforts to cause the mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the merger agreement to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code (collectively, the “intended tax treatment”). In the event that the mergers would reasonably be likely to fail to qualify for the intended tax treatment, or it is otherwise determined by both Uber and Postmates that an alternative structure would qualify for the intended tax treatment and would be beneficial for other reasons, the parties have agreed (a) to cooperate in good faith to explore alternative structures that would permit the mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (b) if each party agrees to pursue such an alternative structure, the parties will enter into an appropriate amendment to the merger agreement. However, any actions taken in connection with the alternative structure will not (i) alter or change the amount, nature or mix of the per share merger consideration without the consent of each of Postmates and Uber, or (ii) impose any material, unreimbursed cost on Uber without the consent of Uber, or on Postmates or on the converting holders without the consent of Postmates.

Certain Litigation

The merger agreement requires that Postmates provide Uber prompt notice of certain litigation, including litigation brought by any Postmates stockholder relating to the transaction or the merger agreement (“stockholder litigation”), and keep Uber informed on a prompt and timely basis with respect to the status of any such litigation. In addition, Postmates will give Uber the opportunity to participate in the defense or settlement of any stockholder litigation, at Uber’s expense, and reasonably cooperate with Uber in conducting the defense or settlement of such stockholder litigation, and no such settlement will be agreed without Uber’s prior written consent.

Certain Additional Covenants and Agreements

The merger agreement contains certain other covenants and agreements, including, among others, covenants relating to access to information and notices of certain events, public announcements relating to the merger agreement and the transaction, preparation and filing of the registration statement of which this consent solicitation statement/prospectus forms a part, exemption from takeover laws, certain director and officer resignations, the listing of the shares of Uber common stock to be issued in the first merger, treatment of Postmates indebtedness, preparation and delivery of certain documents, including the spreadsheet, actions with respect to Postmates preferred stock and Postmates warrants, termination of affiliate agreements and cooperation with respect to a representation and warranty insurance policy.

Conditions to Completion of the Transaction

The respective obligations of each party to effect the mergers will be subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Uber, Merger Sub, Merger Company and Postmates, as the case may be, to the extent permitted by applicable law:

The obligations of Uber, Merger Sub and Merger Company to effect the mergers will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Uber to the extent permitted by applicable law:

The obligations of Postmates to effect the mergers will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Postmates to the extent permitted by applicable law:

Termination of the Merger Agreement

The merger agreement may be terminated and the transaction may be abandoned at any time before the effective time as follows:

In addition, the merger agreement may be terminated by Uber if any support stockholder has failed to execute and deliver to Uber the support agreement to which such support stockholder is a party within one day following the execution of the merger agreement. However, subsequent to the execution of the merger agreement, each of the support stockholders delivered to Uber the support agreement within one day following the execution of the merger agreement.

In the event of the valid termination of the merger agreement, the merger agreement will become null and void and there will be no liability on the part of Uber, Merger Sub, Merger Company or Postmates, except that certain specified provisions, including certain provisions described below under “—Expenses and Termination Fee,” will survive termination. However, no party will be relieved from liability for fraud or willful breach of the merger agreement prior to such termination.

Expenses and Termination Fee

Expenses

Except as otherwise expressly provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transaction will be paid by the party incurring such costs and expenses.

Termination Fee

The merger agreement requires Uber to pay Postmates an amount equal to (x) $145,750,000 minus (y) the then aggregate outstanding principal amount of the initial loan, plus accrued interest thereon, if all of the following occur:

In addition, the merger agreement requires Uber to pay Postmates the termination fee if each of the following occur:

In no event will Uber be obligated to pay the termination fee on more than one occasion. Upon Postmates’ receipt of the full termination fee, except in the case of fraud or willful breach, none of Uber, any of its subsidiaries or any of their respective officers, directors, partners, stockholders, managers, members, affiliates or agents will have any further liability or obligation relating to or arising out of the merger agreement or the transaction, and such payment of the termination fee will be the sole and exclusive remedy under the merger agreement of Postmates, any of its subsidiaries and any of their respective officers, directors, partners, stockholders, managers, members, affiliates, agents or other representatives in such circumstance.

Amendments and Waivers

Subject to applicable law and except as otherwise provided in the merger agreement, the merger agreement may be amended, modified and supplemented by written agreement of the parties at any time before or after receipt of the Postmates stockholder approval. However, after the Postmates stockholder approval has been obtained, there may not be any amendment that by applicable law or in accordance with the rules of any stock exchange requires further approval by Postmates or Uber stockholders, as applicable, without such further approval of such stockholders.

At any time prior to the effective time, either Postmates, on the one hand, or Uber, Merger Sub or Merger Company, on the other hand, may, to the extent legally allowed and except as otherwise set forth in the merger agreement, (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties made by the other parties and (c) waive compliance with any of the agreements or conditions for their respective benefit.

No Third-Party Beneficiaries

The merger agreement is not intended to and does not confer upon any person other than the parties to the merger agreement any rights or remedies, except with respect to certain provisions related to the indemnification of Postmates directors and officers and legal representation of the converting holders.

Enforcement; Remedies

Prior to the termination of the merger agreement, each party will be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches by any other party, an order of specific performance specifically enforcing the terms of the merger agreement and any further equitable relief. Except as otherwise expressly provided in the merger agreement, any and all remedies expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy.

Governing Law

The merger agreement is governed by Delaware law, without giving effect to conflicts of laws principles that would result in the application of the law of any other state.

SUPPORT AGREEMENT

The following section summarizes material provisions of the support agreement, which is included in this consent solicitation statement/prospectus as Annex E, incorporated by reference herein in its entirety, and qualifies the following summary in its entirety. The rights and obligations of Uber and the support stockholders are governed by the support agreement and not by this summary or any other information contained in or incorporated by reference into this consent solicitation statement/prospectus. Uber and Postmates stockholders are urged to read the support agreement carefully and in its entirety, as well as this consent solicitation statement/prospectus and the information incorporated by reference into this consent solicitation statement/prospectus.

Subsequent to the execution of the merger agreement, Uber and the support stockholders entered into the support agreement. Pursuant to the support agreement, each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of its shares of Postmates capital stock entitled to act by written consent with respect thereto.

Each support stockholder has also agreed that it will vote or cause to be voted (including by written consent) all of its shares of Postmates capital stock against (a) any alternative transaction and (b) any other action, agreement or transaction involving Postmates that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the completion of the transaction, including the mergers. Under the support agreement, each support stockholder will be required to deliver its written consent even if the Postmates board changes or withdraws the Postmates board recommendation. Any action of any support stockholder in contravention of the foregoing will be null and void.

The support agreement contains customary provisions restricting the support stockholders from transferring their shares of Postmates capital stock during the pendency of the transaction, subject to limited exceptions, and from soliciting any alternative transaction. In addition, pursuant to the support agreement, each support stockholder agreed to waive any appraisal or dissenters’ rights, including under Section 262 of the DGCL or Chapter 13 of the CCC, as applicable, and any rights of first refusal, redemption rights and rights of notice relating to the transaction.

The support agreement will terminate and will have no further force or effect with respect to a support stockholder upon the earliest to occur of (i) the effective time, (ii) the termination of the merger agreement and (iii) any amendment to the merger agreement without the prior written consent of such stockholder if such amendment reduces the aggregate merger consideration or changes the form of consideration payable in the first merger.

As of the date of the support agreement, the support stockholders collectively owned, of record or beneficially, a majority of the outstanding shares of Postmates capital stock, Postmates common stock, Postmates preferred stock and Postmates Series G preferred stock. As of the record date, the support stockholders collectively owned approximately [          ]% of the outstanding shares of Postmates capital stock, approximately [          ]% of the outstanding shares of Postmates common stock and approximately [          ]% of the outstanding shares of Postmates preferred stock, including [          ]% of the outstanding shares of Postmates Series G preferred stock. Accordingly, the execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of material U.S. federal income tax consequences of the mergers to U.S. holders (as defined below) that exchange their shares of Postmates common stock for shares of Uber common stock in the mergers. The following summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed U.S. Treasury Regulations promulgated thereunder and rulings and other administrative pronouncements issued by the IRS and judicial decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

This discussion addresses only U.S. holders who hold Postmates common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based upon the assumption that the mergers will be completed in accordance with the merger agreement and as described in this consent solicitation statement/prospectus. Holders of Postmates common stock that are not U.S. holders, and holders of Postmates capital stock other than Postmates common stock, should consult their own tax advisors as to the tax consequences of the mergers. Moreover, this discussion does not address any U.S. federal tax consequences other than income tax consequences (such as estate, gift or other non-income tax consequences) or any state, local or foreign income or non-income tax consequences. In addition, this discussion does not purport to be a complete analysis of all of the U.S. federal income tax consequences (such as the Medicare contribution tax on net investment income or consequences that may arise under the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith)) that may be relevant to U.S. holders in light of their particular circumstances and does not address all of the U.S. federal income tax consequences that may be relevant to particular holders of Postmates common stock that are subject to special rules, including, but not limited to:

If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds Postmates common stock, the tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the mergers to them.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Postmates common stock which is, or is treated for U.S. federal income tax purposes as, any of the following:

The following discussion is a summary of material U.S. federal income tax consequences of the mergers under current law and is for general information only. All stockholders should consult their own tax advisors as to the tax consequences of the mergers in their particular circumstances, including the applicability and effect of U.S. federal, state, local or foreign income or other tax laws.

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Postmates receive an opinion from counsel to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Such opinion will be based on, among other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinion may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders will be treated as if they sold their Postmates common stock in a fully taxable transaction.

Tax Consequences if the Mergers Qualify as a “Reorganization”

Assuming that the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. holders of the mergers are as follows:

If a U.S. holder acquired different blocks of Postmates common stock at different times or at different prices, such U.S. holder’s holding period and basis will be determined separately with respect to each block of Postmates common stock.

Tax Consequences if the Mergers Fail to Qualify as a “Reorganization”

If, contrary to the discussion above, the mergers, taken together, fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder generally would recognize gain or loss in an amount equal to the difference between (1) the fair market value of the shares of Uber common stock received and any cash in lieu of fractional shares of Uber common stock by such U.S. holder in the mergers and (2) such U.S. holder’s tax basis in the U.S. holder’s Postmates common stock surrendered.

Gain or loss would be calculated separately for each block of Postmates common stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss recognized generally would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Postmates common stock exceeds one year at the closing of the mergers. Long-term capital gain of individuals and other non-corporate U.S. holders currently is eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. holder’s holding period in shares of Uber common stock received in the mergers would begin on the day following the closing of the mergers.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSEQUENCES RELATING TO THE MERGERS, AND IS NOT, AND IS NOT INTENDED TO BE, TAX ADVICE. ALL STOCKHOLDERS ARE STRONGLY ADVISED AND ARE EXPECTED TO CONSULT THEIR LEGAL AND TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. FEDERAL TAX LAWS, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS.

INTERESTS OF POSTMATES’ DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTION

Certain of Postmates’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Postmates’ stockholders generally. These interests include, among other things, the interests listed below:

The Postmates board was aware of and considered these interests, among other matters, in evaluating the terms and structure, and in overseeing the negotiation of, the transaction, in approving the merger agreement and the transaction and in making the Postmates board recommendation. For more information, see the sections entitled “The Transaction—Background of the Transaction” and “The Transaction—Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board.”

COMPARISON OF STOCKHOLDERS’ RIGHTS

Both Uber and Postmates are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each company are currently governed by the DGCL. As holders of Uber common stock or Postmates capital stock, your rights with respect thereto are governed by the DGCL, as well as Uber’s or Postmates’ constituent documents, as applicable.

Upon completion of the transaction, the former holders of Postmates capital stock will own shares of Uber common stock, and holders of Uber common stock will continue to own shares of Uber common stock, subject to the same rights as prior to the transaction, except that their shares of Uber common stock will represent an interest in Uber that also reflects the ownership and operation of the Postmates business.

The following description summarizes certain material differences between the rights of the stockholders of Uber and Postmates based on the DGCL and, in the case of Uber, the Uber certificate and the Uber bylaws and, in the case of Postmates, the Postmates certificate and the Postmates bylaws, as well as the seventh amended and restated voting agreement, dated as of October 21, 2019, by and among Postmates and certain investors (the “Postmates voting agreement”), the seventh amended and restated right of first refusal and co-sale agreement, dated as of October 21, 2019, by and among Postmates and certain investors (the “Postmates ROFR and co-sale agreement”), the seventh amended and restated investors’ rights agreement, dated as of October 21, 2019, by and among Postmates and certain investors (the “Postmates investors’ rights agreement”). However, the following description is not a complete statement of all those differences, or a complete description of the specific provisions referred to in this summary. This summary is qualified in its entirety by reference to the DGCL and Uber’s and Postmates’ constituent documents, which you are urged to read carefully. Uber has filed with the SEC its constituent documents and Uber and Postmates will send copies of their respective constituent documents to you, without charge, upon your request. For additional information, see the section entitled “Where You Can Find More Information.”

APPRAISAL AND DISSENTERS’ RIGHTS

Appraisal Rights under Delaware Law

Under Delaware law, if a Postmates stockholder of record does not wish to accept the consideration provided for in the merger agreement and the first merger is completed, such Postmates stockholder has the right to seek appraisal of his, her or its shares of Postmates capital stock and to receive payment in cash for the fair value of his, her or its shares of Postmates capital stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value of such shares of Postmates capital stock. These rights are known as appraisal rights under Delaware law. The “fair value” of such shares of Postmates capital stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the consideration that a Postmates stockholder of record is otherwise entitled to receive for the same number of shares of Postmates capital stock under the terms of the merger agreement. Postmates stockholders of record who elect to exercise appraisal rights must not vote in favor of or consent in writing to the adoption of the merger agreement and must comply with the other provisions of Section 262 of the DGCL to perfect their rights. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. A Postmates stockholder of record who wishes to exercise appraisal rights, or preserve the ability to do so, must not deliver a signed written consent in favor of the merger agreement proposal, or deliver a signed consent without indicating a decision on the merger agreement proposal. Any signed written consent returned without indicating a decision on the merger agreement proposal will be counted as approving the merger agreement proposal.

This section is intended only as a brief summary of the material provisions of the Delaware statutory procedures that a Postmates stockholder must follow in order to seek and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which is attached as Annex F to this consent solicitation statement/prospectus and incorporated by reference herein. Annex F should be reviewed carefully by any Postmates stockholder who wishes to exercise appraisal rights or who wishes to preserve the right to do so, since failure to comply with the procedures of the statute will result in the loss of appraisal rights. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that Postmates stockholders exercise their appraisal rights under Section 262 of the DGCL. Unless otherwise noted, all references in this summary to “Postmates stockholders” or “you” are to the record holders of shares of Postmates capital stock immediately prior to the first merger as to which appraisal rights are asserted. A person having a beneficial interest in shares of Postmates capital stock held of record in the name of another person must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights.

Section 262 of the DGCL requires that, where a merger agreement is adopted by a written consent of stockholders in lieu of a meeting of stockholders, certain stockholders must be given notice that appraisal rights are available. A copy of Section 262 of the DGCL must be included with such notice. The notice must be provided after the merger is approved and no later than 10 days after the effective time of the merger. Only those Postmates stockholders who did not submit a written consent approving the adoption of the merger agreement and who have otherwise complied with Section 262 of the DGCL are entitled to receive such notice. The notice may be given by Postmates, if sent prior to the first merger, or the surviving corporation, if given after the first merger. If given at or after the first merger, the notice must also specify the time of the first merger; otherwise, a supplementary notice will provide this information.

Following Postmates’ receipt of written consents sufficient to adopt the merger agreement, Postmates will send all non-consenting Postmates stockholders who satisfy the other statutory conditions the notice regarding the receipt of such written consents. A Postmates stockholder electing to exercise his, her or its appraisal rights will need to take action at that time in response to such notice, but this description is being provided to all Postmates stockholders now so that you can determine whether you wish to preserve your ability to demand appraisal rights in the future in response to such notice.

How to Preserve, Exercise and Perfect Your Appraisal Rights

In order to preserve your right to receive notice and to demand appraisal rights, you must not deliver a written consent approving the merger agreement proposal, or deliver a signed written consent without indicating a decision on the merger agreement proposal. Consents that are executed and delivered without indicating a decision on the merger agreement proposal will be counted as approving the merger agreement proposal, which will also eliminate any appraisal rights. As described below, you must also continue to hold your shares through the completion of the first merger.

If you elect to demand appraisal of your shares of Postmates capital stock, you must deliver to Postmates or the surviving corporation, as applicable, at the specific address, which will be included in the notice of appraisal rights, a written demand for appraisal of your shares of Postmates capital stock within 20 days after the date of the giving of such notice. A demand may be delivered by electronic transmission if directed to an information processing system (if any) expressly designated for that purpose in such notice. Do not submit a demand before the date of the notice of appraisal rights, because under Delaware case law, a demand that is made before the date of such notice may not be effective to perfect your appraisal rights.

A Postmates stockholder wishing to exercise appraisal rights must hold of record the shares of Postmates capital stock on the date the written demand for appraisal is made and must continue to hold of record the shares of Postmates capital stock through the effective time. Appraisal rights will be lost if your shares of Postmates capital stock are transferred prior to the first merger. If you are not the stockholder of record, you will need to follow special procedures as discussed further below.

If you and/or the record holder of your shares of Postmates capital stock fail to comply with all of the conditions required by Section 262 of the DGCL to perfect your appraisal rights, and the mergers are completed, you (assuming that you hold your shares through the first merger) will be entitled to receive payment for your shares of Postmates capital stock as provided for in the merger agreement, but you will have no appraisal rights with respect to your shares of Postmates capital stock.

In order to satisfy Section 262 of the DGCL, a demand for appraisal in respect of shares of Postmates capital stock must reasonably inform Postmates or the surviving corporation, as applicable, of the identity of the Postmates stockholder of record and his, her or its intent to seek appraisal rights. The demand for appraisal should be executed by or on behalf of the holder of record of the shares of Postmates capital stock, fully and correctly, as the stockholder’s name appears on the Postmates stock certificate(s), should specify the stockholder’s name and mailing address and the number of shares registered in the stockholder’s name, and must state that the person intends thereby to demand appraisal of the stockholder’s shares of Postmates capital stock in connection with the mergers. The demand cannot be made by the beneficial owner of shares of Postmates capital stock if such beneficial owner does not also hold of record the shares of Postmates capital stock. The beneficial owner of shares of Postmates capital stock must, in such cases, have the holder of record of such shares of Postmates capital stock submit the required demand in respect of such shares.

If shares of Postmates capital stock are held of record by a person other than the beneficial owner, including a fiduciary (such as a trustee, guardian or custodian) or other nominee, a demand for appraisal must be executed by such record holder. If the shares of Postmates capital stock are held of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a Postmates stockholder; however, the agent must identify the record holder or holders and expressly disclose the fact that, in executing the demand, he, she or it is acting as agent for the record holder or holders. A record holder, who holds shares of Postmates capital stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Postmates capital stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Postmates capital stock as to which appraisal is sought. Where no number of shares of Postmates capital stock is expressly mentioned, the demand for appraisal will be presumed to cover all shares of Postmates capital stock held in the name of the record holder.

Actions After Completion of the First Merger

At any time within 60 days after the effective time, any Postmates stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand for appraisal and accept the consideration for his, her or its shares of Postmates capital stock provided for in the merger agreement by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective time will require written approval of the surviving corporation. Unless the demand for appraisal is properly withdrawn by the stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party within 60 days after the effective time, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any Postmates stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the court deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be more or less than, or the same as, the consideration for his, her or its shares of Postmates capital stock provided for in the merger agreement.

Within 120 days after the effective time of the first merger, but not thereafter, either the surviving corporation or any Postmates stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of Postmates capital stock held by all stockholders entitled to appraisal. Upon the filing of such a petition by a Postmates stockholder, service of a copy of such petition will be made upon the surviving corporation. Uber has no present intent to cause Postmates to file such a petition and has no obligation to cause such a petition to be filed, and Postmates stockholders should not assume that the surviving corporation will file a petition. Accordingly, the failure of a Postmates stockholder to file such a petition within the period specified could nullify his, her or its previous written demand for appraisal. In addition, within 120 days after the effective time of the first merger, any Postmates stockholder who has properly filed a written demand for appraisal and who did not submit a written consent adopting the merger agreement, upon request given in writing (or by electronic transmission directed to an information processing system (if any) expressly designated for that purpose in the notice of appraisal), will be entitled to receive from the surviving corporation, a statement setting forth the aggregate number of shares of Postmates capital stock for which a written consent adopting the merger agreement was not submitted and with respect to which demands for appraisal have been received, and the aggregate number of holders of such shares. The statement must be given within 10 days after such request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Postmates capital stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the surviving corporation such statement.

If a petition for appraisal is duly filed by a Postmates stockholder and a copy of the petition is served upon the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all Postmates stockholders who have demanded an appraisal of their shares of Postmates capital stock and with whom agreements as to the value of their shares of Postmates capital stock have not been reached. After notice to Postmates stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court of Chancery may require Postmates stockholders who have demanded payment for their shares of Postmates capital stock to submit their stock certificates to the Delaware Register in Chancery for notation of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder.

After determination of the Postmates stockholders entitled to appraisal of their shares of Postmates capital stock, the Delaware Court of Chancery will appraise the shares of Postmates capital stock, determining their fair value as of the first merger after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the mergers, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value upon surrender by those stockholders of the Postmates stock certificates representing their shares of Postmates capital stock. Unless the court in its discretion determines otherwise for good cause shown, interest from the effective time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the first merger and the date of payment of the judgment.

No representation is made as to the outcome of the appraisal of fair value as determined by the court and Postmates stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the consideration provided for in the merger agreement. Moreover, neither Postmates nor Uber anticipates offering more than the consideration to any stockholder exercising appraisal rights, and Postmates and Uber reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Postmates capital stock is less than the consideration provided for in the merger agreement in respect of such share.

In determining “fair value,” the court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger and that throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and imposed upon the surviving corporation and the Postmates stockholders participating in the appraisal proceeding by the Delaware Court of Chancery, as it deems equitable in the circumstances. Each Postmates stockholder seeking appraisal is responsible for his, her or its attorneys’ and expert witness expenses; although, upon the application of a Postmates stockholder, the Delaware Court of Chancery could order all or a portion of the expenses incurred by any Postmates stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Postmates capital stock entitled to appraisal. Any Postmates stockholder who has duly demanded appraisal in compliance with Section 262 of the DGCL will not, after the first merger, be entitled to deliver written consent for shares of Postmates capital stock subject to that demand for any purpose or to receive payments of dividends or any other distributions with respect to those shares of Postmates capital stock, other than with respect to payments as of a record date prior to the first merger. However, if no petition for appraisal is filed within 120 days after the completion of the first merger, or if a Postmates stockholder otherwise fails to perfect his, her or its appraisal rights, successfully withdraws his, her

or its demand for appraisal or loses his, her or its right to appraisal, then the right of that Postmates stockholder to appraisal will cease and that Postmates stockholder will only be entitled to receive the consideration for his, her or its shares of Postmates capital stock pursuant to the merger agreement.

Dissenters’ Rights under California Law

Section 2115 of the CCC makes certain provisions of the CCC, including Chapter 13 of the CCC, applicable to a foreign corporation with substantial ties to the State of California, irrespective of the corporation’s state of incorporation. Section 2115 generally applies to a foreign corporation if (1) more than half of its business is conducted in California, based on certain property, payroll and sales factors, and (2) more than half of its outstanding voting shares are held by persons with addresses in California. If Chapter 13 of the CCC is deemed applicable to the first merger by virtue of Section 2115 of the CCC, Postmates stockholders who do not consent in writing to the adoption of the merger agreement may, by complying with Sections 1300 through 1313 of the CCC, be entitled to dissenters’ rights as described therein and receive cash for the fair market value of their Postmates capital stock. The record holders of the shares of Postmates capital stock that are eligible to, and do, exercise their dissenters’ rights with respect to the transaction are referred to in this section as “dissenting stockholders,” and the shares with respect to which they exercise dissenters’ rights are referred to in this section as “dissenting shares.”

This section is intended only as a brief summary of the material provisions of the California statutory procedures that a Postmates stockholder must follow in order to seek and perfect dissenters’ rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to dissenters’ rights under the CCC, and is qualified in its entirety by reference to Sections 1300 through 1313 of the CCC, the full text of which are attached as Annex G to this consent solicitation statement/prospectus and incorporated by reference herein. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that Postmates stockholders exercise their dissenters’ rights under Chapter 13 of the CCC, if Chapter 13 of the CCC is deemed applicable to the first merger. Annex G should be reviewed carefully by any Postmates stockholder who wishes to exercise dissenters’ rights or who wishes to preserve the right to do so, since failure to comply with the procedures of the statute will result in the loss of dissenters’ rights.

Shares of Postmates capital stock must satisfy each of the following requirements to qualify as dissenting shares under California law:

Refusal to approve the adoption of the merger agreement by written consent does not in and of itself constitute a demand for appraisal under California law.

Pursuant to Sections 1300 through 1313 of the CCC, holders of dissenting shares may require Postmates to repurchase their dissenting shares at a price equal to the fair market value of such shares determined as of the day before the first announcement of the terms of the transaction, excluding any appreciation or depreciation as a consequence of the mergers, but adjusted for any stock split, reverse stock split or stock dividend that becomes effective thereafter.

Within 10 days following approval of the adoption of the merger agreement by Postmates stockholders, Postmates is required to mail a dissenters’ notice to each holder of Postmates capital stock who did not vote in favor of the adoption of the merger agreement. The dissenters’ notice must contain the following:

Within 30 days after the date on which the notice of the approval of the first merger is mailed to dissenting stockholders, a dissenting stockholder must:

If upon the dissenting stockholder’s surrender of the certificates representing the dissenting shares, Postmates and a dissenting stockholder agree upon the price to be paid for the dissenting shares and agree that such shares are dissenting shares, then the agreed price is required by law to be paid (with interest thereon at the legal rate on judgments from the date of the agreement) to the dissenting stockholder within the later of 30 days after the date of such agreement or 30 days after any statutory or contractual conditions to the completion of the mergers are satisfied.

If Postmates and a dissenting stockholder disagree as to the price for such dissenting shares or disagree as to whether such shares are entitled to be classified as dissenting shares, such stockholder has the right to bring an action in California Superior Court of the proper county, within six months after the date on which the notice of the stockholders’ approval of the first merger is mailed, to resolve such dispute. In such action, the court will determine whether the shares of Postmates common stock and preferred stock held by such stockholder are dissenting shares, the fair market value of such shares of Postmates common stock and preferred stock, or both.

In determining the fair market value of the dissenting Postmates shares, the court may appoint one or more impartial appraisers to make the determination. Within a time fixed by the court, the appraiser, or a majority of them, will make and file a report with the court. If the appraisers cannot determine the fair market value within 10 days of their appointment, or within a longer time determined by the court, or the court does not confirm their report, then the court will determine the fair market value. The costs of the appraisal action, including reasonable compensation to the appraisers appointed by the court, will be allocated between Postmates and dissenting stockholder(s) as the court deems equitable. However, if the appraisal of the fair market value of Postmates shares exceeds the price offered by Postmates in the notice of approval, then Postmates will pay the costs. If the fair market value of the shares awarded by the court exceeds 125% of the price offered by Postmates, then the court may in its discretion impose additional costs on Postmates, including attorneys’ fees, fees of expert witnesses and interest.

Postmates stockholders considering whether to exercise dissenters’ rights should consider that the fair market value of their shares of Postmates capital stock determined under Chapter 13 of the CCC could be more or less than, or the same as, the value of the consideration provided in the merger agreement in respect thereof. In addition, Postmates and Uber reserve the right to assert, in any appraisal proceeding, that Chapter 13 of the CCC is not applicable to the first merger and/or that, for purposes of Chapter 13 of the CCC, the “fair value” of a share of Postmates capital stock is less than the consideration provided for in the merger agreement in respect of such share.

Postmates stockholders should be aware that California law provides, among other things, that a dissenting stockholder may not withdraw the demand for payment of the fair market value of dissenting shares unless Postmates consents to such request for withdrawal.

FAILING TO FOLLOW PROPER STATUTORY PROCEDURES WILL RESULT IN LOSS OF YOUR APPRAISAL OR DISSENTERS’ RIGHTS. In view of the complexity of Section 262 of the DGCL and Chapter 13 of the CCC, as applicable, Postmates stockholders who may wish to pursue appraisal or dissenters’ rights should consult their legal and financial advisors.

EXPERTS

The financial statements incorporated in this consent solicitation statement/prospectus by reference to Uber Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Postmates Inc. as of December 31, 2019 and 2018 and for the years then ended included in this consent solicitation statement/prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

VALIDITY OF COMMON STOCK

The validity of shares of Uber common stock to be issued in the transaction will be passed upon for Uber by Wachtell, Lipton, Rosen & Katz.

WHERE YOU CAN FIND MORE INFORMATION

The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including Uber, who file electronically with the SEC. The address of that site is www.sec.gov.

You may also consult Uber’s website for more information concerning the transaction described in this consent solicitation statement/prospectus. Uber’s website is www.uber.com. The information contained on the websites of Uber and the SEC (except for the filings expressly set forth below) is expressly not incorporated by reference into this consent solicitation statement/prospectus.

Uber has filed with the SEC a registration statement on Form S-4 of which this consent solicitation statement/prospectus forms a part with respect to the Uber common stock to be issued in the transaction. This consent solicitation statement/prospectus constitutes the prospectus of Uber filed as part of the registration statement. The registration statement, including the attached exhibits and schedules, contains additional relevant information about Uber common stock. The rules and regulations of the SEC allow Uber to omit certain information included in the registration statement from this consent solicitation statement/prospectus.

In addition, the SEC allows Uber to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this consent solicitation statement/prospectus, except for any information that is superseded or updated by information included directly in this consent solicitation statement/prospectus. You may read and copy the registration statement, including any amendments, schedules and exhibits, at the addresses set forth below. Statements contained in this consent solicitation statement/prospectus as to the contents of any contract or other documents referred to in this consent solicitation statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement.

This consent solicitation statement/prospectus incorporates by reference the documents listed below that Uber has previously filed or will file with the SEC (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K). They contain important information about Uber, its financial condition and other matters.

In addition, Uber incorporates by reference any future filings it makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K) after the date of this consent solicitation statement/prospectus and prior to the effective date of the transaction. Such documents are considered to be a part of this consent solicitation statement/prospectus, effective as of the date such documents are filed. In the event of conflicting information in these documents, the information in the latest filed document should be considered correct. However, some documents or information, such as that called for by Item 2.02 and Item 7.01 of a Current Report on Form 8-K, or the exhibits related thereto under Item 9.01 of a Current Report on Form 8-K, are deemed furnished and not filed in accordance with SEC rules. None of those documents or that information is deemed to be incorporated by reference into this consent solicitation statement/prospectus. Additionally, except as expressly stated with respect to the filings expressly set forth above, to the extent this consent solicitation statement/prospectus contains references to Uber’s website, the information on that website does not constitute a part of, and is not incorporated by reference into, this consent solicitation statement/prospectus.

You may obtain any of the documents incorporated by reference through Uber or the SEC. Documents incorporated by reference are available from Uber without charge, excluding any exhibits to them unless such exhibits have been specifically incorporated by reference in this consent solicitation statement/prospectus. You will not receive copies of the documents incorporated by reference, as they are not being sent to stockholders unless specifically requested. You may obtain documents incorporated by reference in this consent solicitation statement/prospectus free of charge through the SEC’s website or from Uber by requesting them in writing as follows or by accessing the website listed below:

Uber Technologies, Inc.
1455 Market Street, 4th Floor

San Francisco, CA 94103

Attention: Investor Relations

Email: investor@uber.com

Website: https://investor.uber.com

To ensure timely delivery of the documents, you must make your request no later than [           ], 2020. Please note that government guidance related to the COVID-19 pandemic has resulted in the temporary closure of Uber’s offices. Therefore it is suggested that you request any information or documents via email.

You should rely only on the information contained or incorporated by reference in this consent solicitation statement/prospectus. Neither Uber nor Postmates has authorized anyone to give any information or make any representation about the transaction, Uber or Postmates that is different from, or in addition to, that contained in this consent solicitation statement/prospectus or in any of the materials that Uber has incorporated by reference into this consent solicitation statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this consent solicitation statement/prospectus speaks only as of the date of this consent solicitation statement/prospectus unless the information specifically indicates that another date applies. Neither Uber’s mailing of this consent solicitation statement/prospectus to Postmates stockholders, nor the issuance by Uber of Uber common stock pursuant to the transaction, will create any implication to the contrary.

ANNEX A

AGREEMENT AND PLAN OF MERGER

by and among

UBER TECHNOLOGIES, INC.,

NEWS MERGER SUB CORP.,

NEWS MERGER COMPANY LLC,

and

POSTMATES INC.

dated as of

July 5, 2020

TABLE OF CONTENTS

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