Business Context and Reporting Period
Company: Joby Aviation, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 29, 2026
Event: Entry into a Material Definitive Agreement to form a joint venture with Toyota Motor Corporation.
Key Financial Metrics
This filing does not contain consolidated financial statements, revenue, profit, cash flow, or margin data for Joby Aviation, Inc. The only specific financial figures disclosed relate to the initial capitalization of the new joint venture:
- Joint Venture Name: Joby Toyota Aero Manufacturing Preparation Company (JTAMPC).
- Joby Initial Contribution: $980,000 cash for 980,000 shares (49% ownership).
- Toyota Initial Contribution: $1,020,000 cash for 1,020,000 shares (51% ownership).
- Total Initial Capital: $2,000,000.
Material Changes and Strategic Developments
The primary material change is the establishment of JTAMPC, a joint venture dedicated to manufacturing Joby's S4 Series eVTOL aircraft. Key structural details include:
- Ownership Structure: Toyota holds a 51% majority interest; Joby holds 49%.
- Governance: A five-member board of directors (three designated by Toyota, two by Joby).
- Control Rights: Significant actions (e.g., business plan amendments, budget approval, liquidation, M&A) require prior approval from both parties, provided they meet specific ownership thresholds. Certain actions, including indebtedness and dividends, require Toyota's specific approval.
- Future Agreements: Parties must negotiate an Exclusive Manufacturing Supply Agreement and IP arrangements prior to the "First Funding Milestone." Joby will grant JTAMPC exclusive manufacturing rights and royalty-free IP licenses for the S4 Series.
- Investment Linkage: The execution of these agreements is a condition precedent for the closing of the second $250 million tranche investment by Toyota under a prior Stock Purchase Agreement dated May 22, 2025.
Outlook, Risks, and Contingencies
Outlook and Milestones:
- The parties are required to make "Mandatory Capital Contributions" upon achieving specified funding milestones, with amounts to be defined in an amended agreement.
- Joby is expected to purchase an agreed number of S4 Series aircraft from the joint venture.
- Regulatory Approval: The agreement is contingent on governmental approvals, including filings under the Hart-Scott-Rodino Act and the Committee on Foreign Investment in the United States (CFIUS).
- Termination by Toyota: Toyota may terminate if Joby fails to maintain FAA type/production certification, if the FAA does not approve JTAMPC as an associate facility, or if Joby fails to purchase the agreed aircraft volume.
- Performance Metrics: Either party may terminate if JTAMPC fails to meet agreed performance and production metrics (subject to a 90-day cure period).
- Default: If a stockholder defaults on a mandatory capital contribution, the non-defaulting party may fund the shortfall and receive the corresponding equity.
The filing includes standard disclaimers regarding uncertainties in regulatory timelines, market conditions, and the ability to negotiate future commercial agreements.
Investor Verification Checklist
- Verify the status of the second $250 million tranche investment from Toyota under the May 2025 Stock Purchase Agreement.
- Monitor progress on FAA type certification and production certification for the S4 Series.
- Track the negotiation status of the "Exclusive Manufacturing Supply Agreement" and "Future Agreements."
- Confirm receipt of required governmental approvals (HSR and CFIUS).
- Review the upcoming "Amended Stockholders Agreement" for specific funding milestone contribution amounts.