8-K: Joby Aviation Secures First $250 Million Tranche of Toyota Investment, Deepening Strategic Manufacturing Alliance

Joby Aviation has successfully closed the initial $250 million tranche of its strategic investment from Toyota Motor Corporation, reinforcing their collaboration on electric air taxi development and manufacturing.

Summary

• Joby Aviation, Inc. (Joby) announced the closing of the first $250 million tranche of a previously disclosed strategic investment from Toyota Motor Corporation (Toyota).
• The investment is part of a larger private placement totaling up to $500,000,002.37, structured in two equal tranches, with shares priced at $5.03 each.
• On May 22, 2025, Joby issued 49,701,790 shares to Toyota for an aggregate purchase price of $250,000,003.70, completing the first tranche.
• The Amended and Restated Stock Purchase Agreement (A&R Stock Purchase Agreement) removed a prior 'Services Agreement Closing Condition' for the first tranche.
• Concurrently, Joby and Toyota entered into a Second Amended and Restated Collaboration Agreement, which satisfied a closing condition for the first tranche.
• This Collaboration Agreement reaffirms their working relationship, sets additional goals, and expands Toyota's role as Joby's preferred manufacturing partner.
• The parties will implement collaboration projects covering design, manufacturing, and supply support, and will explore establishing an alliance for low-volume commercial manufacturing of the S4 and its derivatives.
• Joby has committed to seeking proposals from Toyota for its production and supply needs, aircraft maintenance, repair, and overhaul (MRO) services, and potential air taxi services in Japan.
• The second tranche of the investment, for an additional $250 million, is subject to further conditions, including Joby obtaining necessary stockholder approvals for its Amended and Restated Certificate of Incorporation and the execution of strategic alliance agreements for low-volume commercial production.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to the successful closing of a significant investment tranche from a major strategic partner (Toyota), which provides crucial capital for certification and commercial production. The expanded collaboration, including preferred manufacturing status and potential market entry in Japan, further strengthens Joby's position and future prospects. The removal of a prior closing condition also indicates efficient execution.

Positives

• Successful closing of the first $250 million investment tranche provides significant capital to support Joby's certification and commercial production efforts.
• The deepened strategic partnership with Toyota, a global leader in manufacturing, is expected to streamline manufacturing processes and optimize design for Joby's electric air taxis.
• Toyota's expanded role as Joby's preferred manufacturing partner offers access to valuable expertise and resources for scaling production.
• The collaboration includes exploring a joint venture or strategic alliance for low-volume commercial manufacturing of the S4 aircraft, indicating a clear path towards commercialization.
• Joby's commitment to use/request proposals from Toyota for production, supply, MRO services, and Japan air taxi operations strengthens the long-term business relationship and potential revenue streams.
• The removal of the 'Services Agreement Closing Condition' for the first tranche facilitated its prompt closing.

Risks

• The ability to launch air taxi service and the overall growth of the urban air mobility market are subject to uncertainties.
• Challenges exist in producing aircraft that meet performance expectations in projected volumes and on anticipated timelines.
• Satisfying the closing conditions for the second tranche of the Toyota investment, including negotiation of certain agreements and required shareholder approvals, may not occur on expected timelines or at all.
• Complexities are associated with obtaining certification and operating in foreign markets.
• The competitive environment in which Joby operates poses ongoing challenges.
• Future capital needs may arise beyond the current investment tranches.
• Adequately protecting and enforcing intellectual property rights is crucial and carries inherent risks.
• The company's ability to effectively respond to evolving regulations and standards relating to its aircraft is critical.
• Reliance on third-party suppliers and service partners introduces dependencies and potential supply chain risks.
• Uncertainties exist regarding the estimates of the market size for Joby's service and future revenue opportunities.
• Joby must obtain necessary stockholder approvals for the Amended and Restated Certificate of Incorporation for the second tranche to close.
• The company must ensure compliance with U.S. export control regulations when providing access to information or data to Toyota personnel.

Future Outlook

Joby Aviation aims to use the investment to support the certification and commercial production of its electric air taxi. The company, in collaboration with Toyota, plans to explore establishing a strategic alliance for low-volume commercial manufacturing of the S4 and its derivatives once Type and Production Certificates are obtained. Future opportunities include Toyota providing MRO services and potentially operating S4 Series air taxi services in Japan, with a service trial targeted upon specific certification milestones. The parties also intend to work towards definitive agreements for additional VTOL-related value chain opportunities like landing sites, training, and data monetization.

Management Comments

• JoeBen Bevirt, founder and CEO of Joby: "We're already seeing the benefit of working with Toyota in streamlining manufacturing processes and optimizing design. This is an important next step in our alliance with Toyota to scale the promise of electric flight. With this capital and Toyota's legendary production expertise, we're enhancing our ability to scale cutting-edge design and manufacturing to meet the demands of our partners and customers."
• Tetsuo Ted Ogawa, CEO of Toyota North America: "This milestone further cements the collaboration and alignment between our two companies. Our investment in Joby reflects our shared dream of mobility for all and our commitment to achieving a future of air mobility."

Industry Context

This announcement highlights the ongoing trend of established automotive giants investing in and partnering with emerging urban air mobility (UAM) companies. Toyota's deepened commitment to Joby, extending beyond financial investment to a preferred manufacturing partnership and potential operational roles in Japan, underscores the automotive industry's recognition of eVTOLs as a future mode of transportation. This collaboration positions Joby to leverage Toyota's renowned manufacturing prowess, a critical factor for scaling production in the nascent eVTOL market, and potentially accelerates the commercialization of air taxi services, particularly in key markets like Japan.

Corporate Governance

Related Party Transactions

• The entire strategic investment of up to $500 million by Toyota Motor Corporation in Joby Aviation, involving the issuance and sale of common stock.
• The Amended and Restated Stock Purchase Agreement and the Second Amended and Restated Collaboration Agreement between Joby and Toyota, which govern the terms of the investment and the expanded strategic partnership.
• Toyota's role as Joby's preferred manufacturing partner, including first right of refusal for S4 Series Production and certain S4 Series Components.
• Joby's commitment to use/request proposals from Toyota for MRO services and potential air taxi services in Japan.
• Toyota's right to designate a director and have a non-voting board observer on Joby's Board of Directors.

Stakeholder Impact

• **Shareholders**: The capital infusion of $250 million (and potentially another $250 million) strengthens Joby's financial position, supporting critical certification and production efforts, which could enhance long-term shareholder value. However, the issuance of new shares (49.7 million in the first tranche) results in dilution for existing shareholders.
• **Employees**: The continued investment and deepened collaboration with Toyota likely provide greater job security and opportunities for employees involved in aircraft development, manufacturing, and future operations.
• **Customers (Future Air Taxi Users)**: The investment and manufacturing partnership aim to accelerate the development and commercialization of Joby's electric air taxis, potentially leading to faster availability of urban air mobility services.
• **Suppliers**: Toyota's expanded role as a preferred manufacturing partner and potential supplier for components and MRO services could create new business opportunities for Toyota's supply chain, while potentially impacting other third-party suppliers to Joby.
• **Creditors**: The significant capital raise improves Joby's liquidity and financial stability, potentially reducing credit risk.

Next Steps

• Joby and Toyota will jointly develop a Strategic Alliance (SA) plan for low-volume commercial manufacturing of the S4 and its derivatives.
• Joby needs to obtain FAA Type Certificate and Production Certificate for the S4 aircraft.
• Joby will seek stockholder approvals for the Amended and Restated Certificate of Incorporation at the 2025 Annual Meeting.
• The second tranche of the $500 million investment from Toyota is expected to close upon satisfaction of its conditions, including stockholder approvals and execution of Strategic Alliance Agreements.
• Joby will work with Toyota on MRO service development plans and processes for the S4 Series.
• The parties will target a service trial for Toyota Air Taxi Operations in Japan upon specific certification milestones (e.g., Japan Type Certification or special permit).

Key Dates

Keywords

eVTOL, air taxi, Joby Aviation, Toyota Motor Corporation, strategic investment, manufacturing alliance, urban air mobility, aircraft certification, electric aircraft, SEC filing, private placement, corporate governance, risk management, Japan air taxi services, MRO services