SCHEDULE 13D/A: Toyota Boosts Joby Aviation Stake with $250 Million Investment, Reaching 15.3% Ownership

Toyota Motor Corporation has significantly increased its beneficial ownership in Joby Aviation, acquiring an additional 49.7 million common shares for $250 million, bringing its total stake to 15.3%.

Summary

• Toyota Motor Corporation (TMC) acquired an additional 49,701,790 Common Shares of Joby Aviation, Inc. on May 22, 2025.
• The shares were purchased at a price of $5.03 per share, totaling an aggregate purchase price of $250,000,003.70.
• This acquisition increases TMC's beneficial ownership in Joby Aviation to 128,454,401 Common Shares, representing approximately 15.3% of the Issuer's outstanding Common Shares.
• The percentage is calculated based on 791,798,076 Common Shares outstanding as of May 8, 2025, plus the newly issued shares to TMC.
• The 2024 Stock Purchase Agreement was amended and restated (A&R Stock Purchase Agreement) to remove the requirement for a services agreement as a closing condition.
• TMC maintains its right to appoint one director and one non-voting observer to the Joby Aviation Board, as per the Second Amended and Restated Collaboration Agreement.
• TMC's shares are subject to lock-up agreements expiring in tranches over five years from August 10, 2021, with immediate release upon a change of control.
• Joby Aviation has agreed to file a shelf registration statement by September 30, 2025, or 30 days after the Additional Closing, to facilitate the resale of TMC's Registrable Shares.

Sentiment

Score: 8

Explanation: The document reflects a strong positive sentiment due to a significant capital injection from a major strategic investor (Toyota) into Joby Aviation, increasing its stake and reaffirming commitment. This provides financial stability and strategic backing for Joby's development in the eVTOL sector. The removal of a closing condition also indicates a smoother path for the investment.

Positives

• Significant capital injection ($250 million) into Joby Aviation, providing financial stability and supporting development.
• Increased strategic alignment and commitment from a major global automotive and technology leader (Toyota).
• Toyota's continued board representation (director and observer) provides strategic guidance and oversight.
• Removal of the services agreement as a closing condition may streamline the investment process.

Risks

• Lock-up Restrictions: Toyota's ability to sell or transfer its shares is contractually restricted for certain periods, potentially limiting liquidity for a significant portion of its holdings until August 2026 (five-year anniversary of closing).
• Market Conditions for Resale: While registration rights are granted, the actual resale of shares is subject to market conditions and demand, which could impact the value realized by Toyota.
• Expiration of Board Rights: Toyota's right to appoint a director and observer will expire if its beneficial ownership falls below 50% of its holdings immediately prior to the A&R Stock Purchase Agreement, potentially reducing its influence.

Future Outlook

The document indicates Joby Aviation's commitment to file a shelf registration statement by September 30, 2025, or 30 calendar days after the Additional Closing, to facilitate the resale of Toyota's newly acquired shares. This suggests an expectation of future liquidity options for Toyota's investment.

Industry Context

This filing highlights continued significant investment by a traditional automotive giant (Toyota) into the emerging Urban Air Mobility (UAM) and eVTOL (electric Vertical Take-Off and Landing) sector, represented by Joby Aviation. It underscores the strategic importance of this new transportation paradigm for established players seeking to diversify and innovate. Toyota's increased stake reinforces its belief in Joby's technology and market potential, potentially signaling a broader trend of cross-industry collaboration and investment in future mobility solutions.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results for direct comparison.
• However, Toyota's continued investment in Joby Aviation, a leader in the eVTOL space, aligns with a broader industry trend where major automotive and aerospace companies (e.g., Hyundai with Supernal, Stellantis with Archer Aviation, Boeing with Wisk Aero) are investing in or developing their own UAM solutions.
• Toyota's 15.3% stake is a substantial minority interest, indicating a strategic partnership rather than a full acquisition, a common model in early-stage, high-capital industries like eVTOL where development costs are high and regulatory hurdles are significant.

Corporate Governance

Related Party Transactions

• The acquisition of 49,701,790 Common Shares by Toyota Motor Corporation from Joby Aviation, Inc. for $250,000,003.70 is a significant transaction between a major shareholder (Toyota) and the Issuer (Joby).
• The Amended and Restated Stock Purchase Agreement and the Second Amended and Restated Collaboration Agreement are agreements between Toyota and Joby, detailing the terms of their ongoing strategic and financial relationship.
• Toyota's beneficial ownership includes shares held by Toyota A.I. Ventures Fund I, L.P. (TVF) and Toyota A.I. Ventures Parallel Fund I-A, L.P. (TVPF), over which TMC has voting and dispositive power, indicating an internal related party structure within Toyota's investment arm.

Stakeholder Impact

• Shareholders (Joby Aviation): Positive impact due to significant capital infusion, strengthening the company's financial position and validating its strategic direction through a major investor's increased commitment. Potential for increased liquidity for Toyota's shares once registered.
• Employees (Joby Aviation): Increased financial stability and strategic backing could support ongoing operations, research, and development, potentially leading to job security and growth opportunities.
• Creditors (Joby Aviation): Improved financial health and reduced risk profile due to the capital raise.
• Toyota Motor Corporation: Increased strategic stake in a key eVTOL company, aligning with future mobility strategies. Subject to lock-up periods for share sales.

Next Steps

• Joby Aviation to file a shelf registration statement on Form S-3/ASR (or other required form) no later than the earlier of 30 calendar days after the Additional Closing or September 30, 2025, to cover the resale of Toyota's Registrable Shares.
• Toyota may request to sell all or any portion of their Registrable Shares in various offerings (underwritten, block trade, at the market) once the registration statement is effective.

Key Dates

Recommendation

Keywords

Joby Aviation, Toyota Motor Corporation, SEC Filing, Schedule 13D/A, Beneficial Ownership, Stock Acquisition, eVTOL, Urban Air Mobility, Investment, Strategic Partnership, Common Stock, Share Purchase, Corporate Governance, Lock-up Agreement, Registration Rights