Toyota Motor Corp Amends Joby Aviation Stake Filing

TL;DR

Toyota updated its Joby Aviation filing. Still a major holder.

AI Summary

Toyota Motor Corporation has filed an amendment (No. 1) to its Schedule 13D for Joby Aviation, Inc., as of October 2, 2024. This filing indicates a change in the beneficial ownership of Joby Aviation's common stock by Toyota Motor Corporation.

Why It Matters

This filing updates the market on Toyota's investment position in Joby Aviation, a key player in the electric vertical takeoff and landing (eVTOL) aircraft sector.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can signal shifts in investment strategy or confidence, impacting the stock price.

Key Players & Entities

• Toyota Motor Corporation (company) — Filing entity
• Joby Aviation, Inc. (company) — Subject company
• Yoshihide Moriyama (person) — Associated with Toyota Motor Corporation

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $5.03 — 79 Common Shares at a purchase price of $5.03 per share, upon the terms and subject t
• $250.0 million — in two equal tranches of approximately $250.0 million each. The Issuer will use the proceeds
• $12.00 — of the Common Shares equals or exceeds $12.00 per share for any 20 trading days withi
• $100.0 million — price is reasonably expected to exceed $100.0 million. The Issuer also agreed to provide "pig
• $50 million — such offering is (i) equal to at least $50 million or (ii) covers all remaining Registrabl

Filing Documents

• ss3938675_sc13da.htm (SC 13D/A) — 67KB
• ss3938675_ex9906.htm (EX-99.6) — 5KB
• 0000947871-24-000787.txt ( ) — 74KB

is hereby amended solely

Item 2 is hereby amended solely to amend and restate the list of Covered Persons on Schedule A hereto, which schedule is incorporated into this Item 2 by reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

is hereby amended and supplemented

Item 3 is hereby amended and supplemented as follows: On October 1, 2024, the Issuer entered into a stock purchase agreement (the " 2024 Stock Purchase Agreement ") with TMC, providing for the issuance and sale by the Issuer to TMC in a private placement of up to an aggregate of 99,403,579 Common Shares at a purchase price of $5.03 per share, upon the terms and subject to the conditions set forth in the 2024 Stock Purchase Agreement (the " Private Placement "). The Private Placement is structured in two equal tranches of approximately $250.0 million each. The Issuer will use the proceeds from the Common Shares to support Joby's certification efforts and commercial production of its electric air taxi. The closing of the first tranche (the " Initial Closing ") and the closing of the second tranche (the " Additional Closing ") contemplated by the 2024 Stock Purchase Agreement are subject to certain customary conditions set forth in the 2024 Stock Purchase Agreement. The Initial Closing is subject to conditions including, but not limited to: (i) the satisfaction of certain regulatory approvals or clearances, including with respect to the Committee on Foreign Investment in the United States and under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder; (ii) the adoption of certain changes to the provisions of Joby's amended and restated bylaws concerning the ownership of common stock by non-citizens of the United States (the " Foreign amended and restated certificate of incorporation concerning the Foreign Ownership Requirement (the " Charter Amendment "), of the Amended and Restated Collaboration Agreement, dated August 30, 2019, bet

is hereby amended and supplemented

Item 4 is hereby amended and supplemented as follows:

summarizes certain provisions

Item 3 summarizes certain provisions of the 2024 Stock Purchase Agreement and is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) is hereby amended and

Item 5(a) is hereby amended and restated as follows: (a) The aggregate number of Common Shares to which this Amendment relates is 78,752,611 Common Shares as of the date hereof. Based on 716,142,677 Common Shares outstanding (as described in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024), the Common Shares reported on this Amendment represent approximately 11.0% of the Issuer's outstanding Common Shares. Of the 78,752,611 Common Shares to which this Amendment relates, (i) 72,871,831 Common Shares are held of record by TMC, (ii) 5,813,286 Common Shares are held of record by Toyota A.I. Ventures Fund I, L.P., a limited partnership formed under the laws of Delaware (" TVF "), and (iii) 67,494 Common Shares are held of record by Toyota A.I. Ventures Parallel Fund I-A, L.P., a limited partnership formed under the laws of Delaware (" TVPF "). TMC owns 100% of the manager and each of the general partners of both TVF and TVPF. As such, TMC may be deemed to beneficially own 78,752,611 Common Shares as it has voting and dispositive control over the Common Shares held by TVF and TVPF. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

of the Original Statement

Item 6 of the Original Statement is hereby amended and restated in its entirety as follows: On the terms and subject to the conditions set forth in the Memorandum of Understanding (" MOU ") dated February 23, 2021, between the Issuer and TMC, TMC will be entitled to appoint (i) one director to the Issuer Board and (ii) one non-voting observer to the Issuer Board, in each case until such time as the termination of the MOU. The foregoing appointments shall expire on the anniversary of the date on which TMC and its affiliates no longer beneficially own at least 50% of the total Joby shares held by TMC and its affiliates immediately following the Merger. In connection with the closing of the Business Combination, the Issuer, the Reporting Person and certain other stockholders entered into lock-up agreements (the " Lock-up Agreements ") pursuant to which the Reporting Person is contractually restricted from selling or transferring any Common Shares (the " Lock-up Shares ") for certain periods of time. Such lock-up restrictions began on August 10, 2021 (the " Closing ") and expire in tranches of 20% of the total Lock-up Shares so restricted at each of (i) the earlier of (x) the one year anniversary of Closing or (y) the date on which the last reported sale price of the Common Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, (ii) the two-year anniversary of the Closing, (iii) the three-year anniversary of the Closing, (iv) the four-year anniversary of the Closing and (v) the five-year anniversary of the Closing. Further, if the Issuer completes a transaction that results in a change of control, the Lock-up Shares are released from restriction immediately prior to such change of control. In connection with the closing of the Business Combination, the Issuer, the Reporting Person, and certain other stockholders of the Issuer and RTP entered into an Amended and Restated Regist

summarizes certain provisions

Item 3 summarizes certain provisions of the 2024 Stock Purchase Agreement and is incorporated herein by reference. The foregoing descriptions of the MOU, Lock-up Agreement, Registration Rights Agreement and 2024 Stock Purchase Agreement are qualified in their entirety by reference to each agreement, copies of which are filed as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, and are incorporated by reference in this Item 6. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.5 Stock Purchase Agreement, dated as of October 1, 2024, by and between Joby Aviation, Inc. and Toyota Motor Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on October 2, 2024). 99.6 Power of attorney, dated October 2, 2024.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this Dated: October 2, 2024 TOYOTA MOTOR CORPORATION By: /s/ Masahiro Yamamoto Name: Masahiro Yamamoto Title: Chief Officer, Accounting Group SCHEDULE A With respect to TMC, the name, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship, of each executive officer and director of TMC is set forth below. For each such executive officer and director, the business address is c/o Toyota Motor Corporation, 1 Toyota cho, Toyota City, Aichi 471-8571 Japan. Directors of TMC Name Present Principal Occupation or Employment Citizenship Akio Toyoda Chairman of the Board of Directors Japan Shigeru Hayakawa Vice Chairman of the Board of Directors Japan Koji Sato President, Member of the Board of Directors Japan Hiroki Nakajima Member of the Board of Directors Japan Yoichi Miyazaki Member of the Board of Directors Japan Simon Humphries Member of the Board of Directors United Kingdom Ikuro Sugawara Member of the Board of Directors Japan Sir Philip Craven Member of the Board of Directors United Kingdom Masahiko Oshima Member of the Board of Directors Japan Emi Osono Member of the Board of Directors Japan Takeshi Shirane Audit & Supervisory Board Member Japan Masahide Yasuda Audit & Supervisory Board Member Japan Katsuyuki Ogura Audit & Supervisory Board Member Japan George Olcott Audit & Supervisory Board Member United Kingdom Catherine O'Connell Audit & Supervisory Board Member New Zealand Hiromi Osada Audit & Supervisory Board Member Japan Executive Officers of TMC Name Present Principal Occupation or Employment Citizenship Koji Sato President, Opera

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