Joby Aviation, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS JOBY AVIATION, INC. Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 42 Consolidated Balance Sheets 45 Consolidated Statements of Operations 46 Consolidated Statements of Comprehensive Loss 47 Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 48 Consolidated Statements of Cash Flows 49 Notes to Consolidated Financial Statements 50 Note 1. Company and Nature of Business 50 Note 2. Summary of Significant Accounting Policies 51 Note 3. Reverse Recapitalization 59 Note 4. Fair Value Measurements 60 Note 5. Acquisitions 62 Note 6. Balance Sheet Components 65 Note 7. Debt 67 Note 8. Leases 67 Note 9. Commitments and Contingencies 70 Note 10. Redeemable Convertible Preferred Stock 70 Note 11. Stock Warrants and Earnout Shares 70 Note 12. Stockholders' Equity 72 Note 13. Revenue Recognition 73 Note 14. Stock-based Compensation 74 Note 15. Income Taxes 77 Note 16. Related Party Transactions 79 Note 17. Net Loss per Share Attributable to Common Stockholders 80 Note 18. Subsequent Events 81 41 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Joby Aviation, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Joby Aviation, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, changes in redeemable convertible preferred stock, shareholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition — Refer to Notes 2 and 13 to the financial statements Critical Audit Matter Description The Company receives payments from certain United States (“U.S.”) government entities as part of the Company’s research and development and service arrangements with these entities. To evaluate if these payments are contributions received or are in exchange for goods or services and are therefore within the scope of Financial Accounting Standard Board Accounting Standards Codification Topic 606, Revenue form Contracts with Customers (“ASC 606”), the Company first determines if counterparties meet ASC 606’s definition of a customer in the context of the arrangements. The counterparty is a customer if it obtains goods or services that are an output of the Company’s ordinary activities in exchange for consideration. We identified management’s accounting evaluation and conclusion on whether certain of the Company’s agreements entered into with U.S. government entities during 2023 represent contracts with a customer in the scope of ASC606 as a critical audit matter. This required a high degree of auditor judgement and an increased extent of effort, including the involvement of professionals in our firm having expertise in revenue recognition when performing audit procedures to evaluate the accounting conclusion. 42 Table of Contents How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s accounting evaluation and conclusion on whether certain of the Company’s agreements entered into with U.S. government entities during 2023 are in the scope of ASC 606 included the following, among others: • We tested the effectiveness of the control over management’s review of complex non-routine transactions that includes transactions with U.S. government entities. • With the assistance of professionals in our firm having expertise in revenue recognition, we evaluated management’s accounting evaluation and conclusion on whether certain of the Company’s agreements entered into with U.S. government entities during 2023 result in the Company being obligated to transfer goods or services to the U.S. government entities. • We evaluated whether the assertions and assumptions made by management supporting their conclusion regarding the application of certain of the Company’s agreements entered into with U.S. government entities during 2023 were consistent with underlying agreements. • We evaluated the Company’s disclosures related to the accounting for certain of the Company’s agreements entered into with U.S. government entities during 2023 for conformity with the relevant requirements under ASC606. /s/ Deloitte & Touche LLP San Jose, California February 26, 2024 We have served as the Company's auditor since 2020. 43 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Joby Aviation, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Joby Aviation, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 26, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Jose, California February 26, 2024 44 Table of Contents JOBY AVIATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 204,017 $ 146,101 Short-term investments 828,233 910,692 Total cash, cash equivalents and short-term investments 1,032,250 1,056,793 Restricted cash — 3,204 Other receivables 4,659 4,021 Prepaid expenses and other current assets 18,842 20,160 Total current assets 1,055,751 1,084,178 Property and equipment, net 103,430 92,103 Operating lease right-of-use assets 28,286 25,149 Restricted cash 762 762 Intangible assets 6,585 12,581 Goodwill 14,011 14,011 Other non-current assets 60,610 64,200 Total assets $ 1,269,435 $ 1,292,984 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 3,006 $ 7,710 Operating lease liabilities, current portion 4,312 3,710 Accrued expenses and other current liabilities 37,818 18,783 Total current liabilities 45,136 30,203 Operating lease liabilities, net of current portion 26,349 23,613 Warrant liability 62,936 28,783 Earnout shares liability 95,969 44,055 Other non-current liabilities 4,683 1,589 Total liabilities 235,073 128,243 Commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock: $ 0.0001 par value - 100,000,000 shares authorized at December 31, 2023 and 2022. No shares issued and outstanding at December 31, 2023 and 2022. — — Common stock: $ 0.0001 par value - 1,400,000,000 shares authorized at December 31, 2023 and 2022, 698,262,025 and 622,602,815 shares issued and outstanding at December 31, 2023 and 2022, respectively 70 61 Additional paid-in capital 2,282,475 1,908,179 Accumulated deficit ( 1,247,703 ) ( 734,653 ) Accumulated other comprehensive loss ( 480 ) ( 8,846 ) Total stockholders’ equity 1,034,362 1,164,741 Total liabilities and stockholders’ equity $ 1,269,435 $ 1,292,984 The accompanying notes are an integral part of these consolidated financial statements. 45 Table of Contents JOBY AVIATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) Year Ended December 31, 2023 2022 2021 Revenue: Flight services $ 1,032 $ — $ — Operating expenses: Flight services 200 — — Research and development (including related party purchases of $ 1,667 , $ 1,600 and $ 2,339 for the years ended December 31, 2023, 2022, and 2021 respectively) 367,049 296,281 197,568 Selling, general and administrative (including related party purchases of $ 286 , $ 360 and $ 533 for the years ended December 31, 2023, 2022 and 2021 respectively) 105,877 95,922 61,521 Total operating expenses 473,126 392,203 259,089 Loss from operations ( 472,094 ) ( 392,203 ) ( 259,089 ) Interest and other income (loss), net 45,561 16,787 ( 1,278 ) Income from equity method investment — 19,463 29,405 Transaction expenses related to merger — — ( 9,087 ) Gain (loss) from change in fair value of warrants and earnout shares ( 86,378 ) 98,002 49,853 Convertible note extinguishment loss — — ( 665 ) Total other income (loss), net ( 40,817 ) 134,252 68,228 Loss before income taxes ( 512,911 ) ( 257,951 ) ( 190,861 ) Income tax expense (benefit) 139 92 ( 10,537 ) Net loss $ ( 513,050 ) $ ( 258,043 ) $ ( 180,324 ) Net loss per share, basic and diluted $ ( 0.79 ) $ ( 0.44 ) $ ( 0.61 ) Weighted-average common shares outstanding, basic and diluted 647,907,598 585,544,043 294,851,732 The accompanying notes are an integral part of these consolidated financial statements. 46 Table of Contents JOBY AVIATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2023 2022 2021 Net loss $ ( 513,050 ) $ ( 258,043 ) $ ( 180,324 ) Other comprehensive income (loss): Unrealized gain (loss) on available-for-sale securities 8,240 ( 7,985 ) ( 546 ) Foreign currency translation gain (loss) 126 ( 739 ) ( 103 ) Total other comprehensive income (loss) 8,366 ( 8,724 ) ( 649 ) Comprehensive loss $ ( 504,684 ) $ ( 266,767 ) $ ( 180,973 ) The accompanying notes are an integral part of these consolidated financial statements. 47 Table of Contents JOBY AVIATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share data) Redeemable Convertible Preferred Stock Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Gain (Loss) Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance at January 1, 2021 332,764,215 $ 768,312 122,058,940 $ 12 $ 12,579 $ ( 296,286 ) $ 527 $ ( 283,168 ) Net loss — — — — ( 180,324 ) — ( 180,324 ) Other comprehensive loss — — — — — — ( 649 ) ( 649 ) Issuance of redeemable convertible preferred stock 11,601,210 77,619 — — — — — — Issuance of common stock upon exercise of stock options — — 2,435,543 — 1,113 — — 1,113 Repurchase of common stock — — ( 138,291 ) — — — — — Vesting of early exercised stock options — — — — 568 — — 568 Stock-based compensation — — — — 26,932 — — 26,932 Issuance of common stock upon vesting of restricted stock units — — 26,634 — — — — — Issuance of common stock upon exercise of SVB warrants — — 752,732 — — — — — Issuance of redeemable convertible preferred stock upon exercise of In-Q-Tel warrants 68,629 — — — 691 — — 691 Issuance of common stock upon conversion of Uber convertible notes — — 7,716,780 1 77,398 — — 77,399 Conversion of redeemable convertible preferred stock into common stock in connection with the reverse recapitalization ( 344,434,054 ) ( 845,931 ) 344,434,054 34 845,897 — — 845,931 Issuance of common stock upon the reverse recapitalization, net of issuance costs — — 127,333,290 13 823,167 — — 823,180 Other noncash compensation — — — — 5,086 — — 5,086 Cancelation of common shares upon reorganization, net — — ( 445,353 ) — — — — — Balance at December 31, 2021 — $ — 604,174,329 $ 60 $ 1,793,431 $ ( 476,610 ) $ ( 122 ) $ 1,316,759 Net loss — — — — ( 258,043 ) — ( 258,043 ) Other comprehensive loss — — — — — — ( 8,724 ) ( 8,724 ) Issuance of common stock upon exercise of stock options — — 2,532,788 — 1,530 — — 1,530 Issuance of common stock upon vesting of restricted stock units — — 4,864,507 — — — — — Issuance of common stock in private placement — — 11,044,232 1 43,905 — — 43,906 Shares withheld related to net share settlement — — ( 13,041 ) — ( 85 ) — — ( 85 ) Vesting of early exercised stock options — — — — 326 — — 326 Stock-based compensation — — — — 69,072 — — 69,072 Balance at December 31, 2022 — $ — 622,602,815 $ 61 $ 1,908,179 $ ( 734,653 ) $ ( 8,846 ) $ 1,164,741 Net loss — — — — ( 513,050 ) — ( 513,050 ) Other comprehensive loss — — — — — — 8,366 8,366 Issuance of common stock upon exercise of stock options — — 2,923,022 3 1,907 — — 1,910 Issuance of common stock in private placement — — 59,160,449 6 279,893 — — 279,899 Issuance of common stock upon vesting of restricted stock units — — 11,694,630 — — — — — Issuance of common stock under Employee Stock Purchase Plan 1,881,109 6,918 6,918 Vesting of early exercised stock options and common stock issued in private placement — — — — 523 — — 523 Stock-based compensation — — — — 85,055 — — 85,055 Balance at December 31, 2023 — $ — 698,262,025 $ 70 $ 2,282,475 $ ( 1,247,703 ) $ ( 480 ) $ 1,034,362 The accompanying notes are an integral part of these consolidated financial statements. 48 Table of Contents JOBY AVIATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities Net loss $ ( 513,050 ) $ ( 258,043 ) $ ( 180,324 ) Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization expense 30,493 23,995 15,943 Non-cash interest expense and amortization of debt costs — — 2,893 Stock-based compensation expense 93,636 69,072 26,932 Other non-cash compensation expense — — 5,046 (Gain)/loss from change in the fair value of warrants and earnout shares 86,378 ( 98,002 ) ( 49,853 ) Loss from transaction costs related to merger — — 9,087 Write-off of in-process research and development project — — 5,030 Income from equity method investment — ( 19,463 ) ( 29,405 ) Net accretion and amortization of investments in marketable debt securities ( 20,202 ) ( 5,237 ) 4,335 Deferred income taxes — — ( 10,544 ) Changes in operating assets and liabilities Other receivables and prepaid expenses and other current assets ( 573 ) ( 1,823 ) ( 11,807 ) Other non-current assets 309 20,016 10,480 Accounts payable and accrued and other liabilities 6,442 10,884 6,438 Non-current liabilities 2,736 22,676 — Net cash used in operating activities ( 313,831 ) ( 235,925 ) ( 195,749 ) Cash flows from investing activities Purchase of marketable securities ( 809,978 ) ( 1,358,953 ) ( 401,626 ) Proceeds from sales and maturities of marketable securities 920,879 788,761 422,084 Purchases of property and equipment ( 30,597 ) ( 54,890 ) ( 32,340 ) Acquisitions, net of cash — ( 5,707 ) ( 6,854 ) Net cash provided by (used in) investing activities 80,304 ( 630,789 ) ( 18,736 ) Cash flows from financing activities Proceeds from merger — — 1,067,922 Payments for offering costs — — ( 50,391 ) Proceeds from issuance of convertible notes and convertible preferred stock, net — — 74,972 Proceeds from issuance of common stock in private placement, net 280,110 60,060 — Proceeds from the issuance of common stock under the Employee Stock Purchase Plan 6,918 — — Proceeds from the exercise of stock options and warrants issuance 2,055 1,437 1,456 Repayments of tenant improvement loan and obligations under finance lease ( 844 ) ( 1,041 ) ( 1,179 ) Net cash provided by financing activities 288,239 60,456 1,092,780 Net change in cash, cash equivalents and restricted cash 54,712 ( 806,258 ) 878,295 Cash, cash equivalents and restricted cash, at the beginning of the year 150,067 956,325 78,030 Cash, cash equivalents and restricted cash, at the end of the year $ 204,779 $ 150,067 $ 956,325 Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets Cash and cash equivalents $ 204,017 $ 146,101 $ 955,563 Restricted cash 762 3,966 762 Cash, cash equivalents and restricted cash in consolidated balance sheets $ 204,779 $ 150,067 $ 956,325 Non-cash investing and financing activities Unpaid property and equipment purchases $ 1,769 $ 3,553 $ 654 Property and equipment purchased through finacing leases $ 5,221 $ 694 $ 926 Right-of-use assets acquired through operating leases $ 5,652 $ 29,202 $ — Uber Elevate acquisition in exchange for Series C redeemable convertible preferred stock $ — $ — $ 77,154 Conversion of Uber note payable to Series C preferred stock $ — $ — $ 77,399 Conversion of preferred stock $ — $ — $ 846,622 Net non-cash assets acquired in merger $ — $ — $ 1,159 The accompanying notes are an integral part of these consolidated financial statements. 49 Table of Contents JOBY AVIATION, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. Company and Nature of Business Description of Business Joby Aviation, Inc. (“Joby Aviation” or the “Company”) is a vertically integrated air mobility company that is building a clean, quiet, fully electric vertical takeoff and landing (“eVTOL”) aircraft to be used by the Company to deliver air transportation as a service. The Company is headquartered in Santa Cruz, California. Merger with RTP On August 10, 2021 (the “Closing Date”), Reinvent Technology Partners, a Cayman Islands exempted company and special purpose acquisition company (“RTP”), completed the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 23, 2021, by and among RTP, RTP Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of RTP (“RTP Merger Sub”), and Joby Aero, Inc., a Delaware corporation (“Legacy Joby”). On the Closing Date, RTP was domesticated as a Delaware corporation, Merger Sub merged with and into Legacy Joby and the separate corporate existence of Merger Sub ceased (the “Merger”), and Legacy Joby survived as a wholly owned subsidiary of RTP, which changed its name to Joby Aviation, Inc. In connection with the execution of the Merger Agreement, RTP entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, shares of Common Stock (“PIPE Shares”), in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger. The Merger, together with the other transactions described in the Merger Agreement and the PIPE Financing, are referred to herein as the (“Reverse Recapitalization”). The number of Legacy Joby common shares and redeemable convertible preferred shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement. Please refer to Note 3, “Reverse Recapitalization,” for more details. Significant Risks and Uncertainties Management expects losses and negative cash flows to continue for the foreseeable future, primarily as a result of continued research and development efforts. The Company historically funded its research and development efforts through equity and debt issuances. In 2020, the Company received $ 70.5 million in gross proceeds from additional issuances of Legacy Joby Series C Preferred Stock. In January 2021, the Company received $ 75.0 million in gross proceeds from the issuance of a convertible promissory note. In August 2021, the Company raised approximately $ 1.0 billion in net proceeds from the Reverse Recapitalization (Note 3). In October 2022, the Company received $ 60.0 million from the issuance of stock and warrant (Note 11). In May 2023, the Company received $ 180.2 million for the issuance of stock in a registered direct offering to certain institutional investors and in June 2023, the Company received $ 99.9 million for the issuance of stock in a private placement to SK Telecom, Co., Ltd., a corporation organized under the laws of the Republic of Korea (“SKT”) (Note 12). Failure to raise additional funding or generate sufficient positive cash flows from operations in the longer term could have a material adverse effect on the Company’s ability to achieve its intended business objectives. The Company operates in a dynamic high-technology industry. The Company is subject to a number of risks, including the possibility of the Urban Air Mobility (“UAM”) market not achieving its expected potential; potential competition from ground-based mobility solutions and other eVTOL developers and operators; the Company’s ability to secure adequate infrastructure; the possibility that its aircraft may not meet the required safety and performance standards; the Company’s ability to obtain relevant regulatory approvals for the certification and manufacture of its aircraft and the commercialization of its service in a timely manner or at all; the ability of the U.S. government to modify or terminate existing contracts; the Company’s ability to raise future capital when needed; and risks related to the Company’s vertically-integrated business model. The Company's foreign operations are subject to risks inherent in operating under different legal systems and various political and economic environments. Among the risks are changes in existing income tax and other laws, possible 50 Table of Contents limitations on foreign investment and income repatriation, government pricing or foreign exchange controls, and restrictions on currency exchange. In March, 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic and recommended containment measures worldwide. Although many of the restrictions have since been lifted or scaled back, the pandemic significantly impacted supply chains, employee workforce, governmental regulators and global capital markets. A resurgence of COVID-19 or the occurrence of a new global pandemic could significantly impact the Company’s certification timeline, manufacturing capabilities or UAM operations. Note 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. Certain prior period amounts have been reclassified to conform to current year’s presentation. Foreign Currency The Company determined that the local currency is the functional currency for its foreign operations. Assets and liabilities of each foreign subsidiary are translated to United States dollars using the current exchange rate at the balance sheet date. Income and expenses are translated using the average exchange rate during the period. Cumulative translation adjustments related to the Company’s foreign subsidiaries are presented within the accumulated other comprehensive loss line on the consolidated balance sheets. Net gains and losses resulting from foreign currency transactions are included in interest and other income, net in the accompanying consolidated statements of operations. Common Stock Warrants Liabilities The Company evaluates terms of its common stock warrants to conclude if warrants meet the criteria to be classified within stockholders’ equity. The agreements governing the common stock warrants may include provisions which could result in a different settlement value of the warrants depending on various inputs, for example depending on the registration status of the underlying shares, holder of warrants, or other events. If these inputs are not an input into the pricing of a fixed-for-fixed equity-linked instrument, and are not within the scope of allowed exceptions described in indexation accounting guidance, the common stock warrants are not considered to be indexed to the Company’s own stock. In such cases, the Company records these warrants as liabilities on the consolidated balance sheets at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. Earnout Shares Liability In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement by and among the Company, Reinvent Sponsor, LLC (“Sponsor”) and RTP (“Sponsor Agreement”), Sponsor agreed to certain terms of vesting, lock-up and transfer with respect to the 17,130,000 common shares held by it (“Earnout Shares”). The terms of the Sponsor Agreement specify that the Earnout Shares will vest upon achieving certain specified Release Events, as further described in Note 11. In accordance with ASC 815-40, the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (loss), net in the consolidated statements of operations. The estimated fair value of the Earnout Shares Liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 11) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk-free rate, expected term and dividend rate. Determination of the fair value of the Earnout Shares Liability involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.. 51 Table of Contents Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, expenses, and disclosure of contingent assets and liabilities. The most significant estimates are related to the stock-based awards, long-lived assets and leases. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under related circumstances. The estimates form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. Segments Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company operates as one operating segment because its CODM, who is its Chief Executive Officer, reviews Company’s financial information on a consolidated basis for purposes of making decisions regarding allocating resources and assessing performance. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning of components below the consolidated level. Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, short-term investments, other receivables, accounts payable, accrued liabilities, short-term and long-term debt, redeemable convertible preferred stock, common stock warrants, redeemable convertible preferred stock warrants, common stock warrants and earnout shares liability. The carrying amounts of cash and cash equivalents, short-term investments, other receivables, accounts payable, and accrued and other current liabilities approximate their fair values due to the short time to the expected receipt or payment. The carrying amount of the Company’s short-term debt approximates its fair value as the effective interest rate approximates market rates currently available to the Company. Common stock warrants which are initially recorded in equity at the value allocated to them are not subject to remeasurement in subsequent periods. At initial recognition, the Company recorded the common stock warrants liabilities and earnout shares liability on the balance sheet at their fair value. The common stock warrants liabilities and earnout shares liability are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income, net in the consolidated statements of operations. Concentrations of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash, cash equivalents and restricted cash, short-term investments and other receivables. At December 31, 2023 and 2022, cash and cash equivalents consisted of cash deposited with domestic and foreign financial institutions that are of high-credit quality. The Company is exposed to credit risk in the event of default by the domestic financial institutions to the extent that cash and cash equivalent deposits are in excess of amounts insured by the Federal Deposit Insurance Corporation. Foreign cash balances are not insured. The Company has not experienced any losses on its deposits since inception. Short-term investments consist of government and corporate debt securities and corporate asset backed securities that carry high-credit ratings and accordingly, minimal credit risk exists with respect to these balances. The Company has other receivables due from United States and foreign government agencies under the Company’s government grant contracts. At December 31, 2023 and 2022, those government agencies receivables accounted for 73 % and 44 % of the Company’s other receivables, respectively. The Company provides for uncollectible amounts on an expected credit loss basis by recording an allowance for doubtful receivables based on historical information, current conditions, and reasonable and supportable forecasts. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with remaining original maturity of three months or less from the date of purchase to be cash and cash equivalents. The recorded carrying amount of cash and cash equivalents approximates their fair value. At December 31, 2023, restricted cash primarily related to a security deposit for a lease obligation of approximately $ 0.8 million. At December 31, 2022, restricted cash primarily related to (i) approximately $ 2.2 million of cash temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller, in connection with the acquisition of an aerospace software engineering company in May 2022 (Note 5) which was settled during the three months ended June 30, 2023, (ii) a security deposit for a lease obligation of approximately 52 Table of Contents $ 0.8 million and (iii) collateral on a letter of credit associated with key equipment purchases of approximately $ 1.0 million which was settled during the three months ended March 31, 2023. Marketable Debt Securities The Company classifies marketable debt securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable debt securities, including those with maturities beyond twelve months, as current assets in the consolidated balance sheets. These marketable debt securities are carried at fair value and unrealized gains and losses are recorded in the accumulated other comprehensive income (loss), which is reflected as a component of stockholders’ equity (deficit). Realized gains and losses are reported in other income, net in the consolidated statements of operations. Prior to January 1, 2022, these marketable debt securities were assessed as to whether those with unrealized loss positions are other than temporarily impaired. The Company considered impairments to be other than temporary if they were related to deterioration in credit risk or if it is likely the securities will be sold before the recovery of their cost basis. Realized gains and losses from the sale of marketable debt securities and declines in value deemed to be other than temporary were determined based on the specific identification method. On January 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument s, as amended, on a modified retrospective basis. At each reporting period, the Company evaluates its marketable debt securities at the individual security level to determine whether there is a decline in the fair value below its amortized cost basis (an impairment). In circumstances where the Company intends to sell, or are more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security’s amortized cost. In circumstances where neither condition exists, the Company then evaluates whether a decline is due to credit-related factors. The factors considered in determining whether a credit loss exists include the extent to which fair value is less than the amortized cost basis, changes in the credit quality of the underlying security issuers, credit ratings actions, as well as other factors. If Company concludes that credit loss exists, to determine the portion of a decline in fair value that is credit-related, the Company compares the present value of the expected cash flows of the security discounted at the security’s effective interest rate to the amortized cost basis of the security. A credit-related impairment is limited to the difference between fair value and amortized cost, and recognized as an allowance for credit loss on the consolidated balance sheet with a corresponding adjustment to net income (loss). Any remaining decline in fair value that is non-credit related is recognized in other comprehensive income (loss), net of tax. Improvements in expected cash flows due to improvements in credit are recognized through reversal of the credit loss and corresponding reduction in the allowance for credit loss. The Company did not record any allowance for credit losses during the year ended December 31, 2023. Investment in SummerBio, LLC Following the outbreak of the COVID-19 pandemic, the Company’s management determined that certain previously developed technology that was accessible to the Company could be repurposed and applied in providing high-volume rapid COVID-19 testing through its investment in SummerBio, LLC (“SummerBio”), a related party. The Company has determined that it is not the primary beneficiary of SummerBio. Therefore, it accounted for its investment in SummerBio under the equity method of accounting with an ownership interest of approximately 44.5 % as of December 31, 2022. In June 2022, SummerBio notified the Company of its decision to wind down testing operations and close the business, which SummerBio substantially completed by the end of December 2022. The Company recognized income of nil , $ 19.5 million (net of impairment loss) and $ 29.4 million for the years ended December 31, 2023, 2022 and 2021, respectively, within income from equity method investment on the consolidated statement of operations for its investment in SummerBio. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are primarily recorded using the straight-line method over the estimated useful lives of the assets, generally two years to thirty years . Leasehold improvements and equipment finances under capital leases are amortized over the shorter of the estimated useful life of the asset or the remaining term of the lease. 53 Table of Contents Asset Acquisitions and Business Combinations Upon an acquisition, the Company performs an initial test to determine whether substantially all of the fair value of the gross assets transferred is concentrated in a single identifiable asset or a group of similar identifiable assets, such that the acquisition would not represent a business. If that test suggests that the set of assets and activities is a business, the Company then performs a second test to evaluate whether the assets and activities transferred include inputs and substantive processes that together, significantly contribute to the ability to create outputs, which would constitute a business. If the result of the second test suggests that the acquired assets and activities constitute a business, the Company accounts for the transaction as a business combination. For transactions accounted for as business combinations, the Company allocates the fair value of acquisition consideration to the acquired identifiable assets and liabilities based on their estimated fair values. Acquisition consideration includes the fair value of any promised contingent consideration. The excess of the fair value of acquisition consideration over the fair value of acquired identifiable assets and liabilities is recorded as goodwill. Contingent consideration is remeasured to its fair value each reporting period with changes in the fair value of contingent consideration recorded in general and administrative expenses. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analyses. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related costs are expensed as incurred. For transactions accounted for as asset acquisitions, the cost, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. No goodwill is recognized in asset acquisitions. Goodwill Goodwill is recorded when the consideration transferred for a business acquisition exceeds the fair value of net identifiable assets and liabilities acquired. Goodwill is measured and tested for impairment annually on the first business day of the fiscal fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may exceed its implied fair value. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount, however the Company may determine to proceed directly to the quantitative impairment test. If the Company assesses qualitative factors and concludes that it is more likely than not that the fair value of goodwill’s reporting unit is less than its carrying amount or if the Company determines not to use the qualitative assessment, then a quantitative impairment test is performed. The quantitative impairment test requires comparing the fair value of the reporting unit to its carrying value, including goodwill. The Company has identified that its business operates as a single operating segment which is also a single reporting unit for purposes of testing for goodwill impairment. An impairment exists if the fair value of the reporting unit is lower than its carrying value, and the Company would record a goodwill impairment loss in the fiscal quarter in which the determination is made. Intangible Assets Intangible assets include identifiable intangible assets, primarily software technologies resulting from acquisitions (Note 5). Acquired intangible assets are initially recorded at fair value. The fair value of software technologies is estimated on the basis of replacement cost and the fair value of contractual agreement asset is based primarily on the discounted cash flow model. Software technologies are amortized on a straight-line basis over their estimated useful lives, generally three years to five years . The Company’s estimates of useful lives of intangible assets are based on cash flow forecasts which incorporate various assumptions, including forecasted remaining useful life until technological obsolescence of software. Contractual Agreement The Company’s contractual agreement asset (Note 5) is classified as other non-current assets on the consolidated balance sheet. The Company will amortize the contractual agreement asset in proportion to the estimated incremental cash flows earned under the agreement over an estimated period of three years . The Company expects to begin generating incremental cash flows under the contractual agreement asset in 2025. 54 Table of Contents Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of the asset to future net cash flows expected to be generated by the asset. If the Company determines that the carrying value of the asset may not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. The Company did not record any impairment of long-lived assets in 2023, 2022 and 2021. Leases Effective January 1, 2022, the Company adopted ASU No. 2016-02, Leases (“ASC 842”), using the modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC Topic 840, Leases (“ASC 840”). Under ASC 840, leases are evaluated and recorded as capital leases if one of the following is true at inception: (a) the present value of minimum lease payments meets or exceeds 90 % of the fair value of the asset, (b) the lease term is greater than or equal to 75 % of the economic life of the asset, (c) the lease arrangement contains a bargain purchase option, or (d) title to the property transfers to the Company at the end of the lease. The Company records an asset and liability for capital leases at present value of the minimum lease payments based on the incremental borrowing rate. Assets are depreciated over the useful life in accordance with the Company’s depreciation policy while rental payments and interest on the liability are accounted for using the effective interest method. Leases that are not classified as capital leases are accounted for as operating leases. Operating lease agreements that have tenant improvement allowances are evaluated for lease incentives. For leases that contain escalating rent payments, the Company recognizes rent expense on the straight-line basis over the lease term, with any lease incentives amortized as a reduction of rent expense over the lease term. Upon adoption of ASC 842, as described below under Recently Adopted Accounting Pronouncements, the Company determined if an arrangement is a lease, or contains a lease, at inception. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-Use (“ROU”) assets and current and long-term operating lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically includes in its assessment of a lease arrangement an initial lease term and Company’s options to renew the lease when there is reasonable certainty that the Company will renew. The Company monitors its plan to renew its leases no less than on a quarterly basis. In addition, the Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. In accordance with ASC 842, the ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”), which is the estimated rate the Company would be required to pay for fully collateralized borrowing over the period similar to lease terms, to determine the present value of future minimum lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASC 842, the Company does not combine lease and non-lease components. Variable lease payments are expenses as incurred. Assumptions made by the Company at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification. A lease modification results in a separate contract when the modification grants the lessee an additional right of use not included in the original lease and when lease payments increase commensurate with the standalone price for the additional right of use. When a lease modification results in a separate contract, it is accounted for in the same manner as a new lease. Government Grants The Company receives payments from government entities primarily for research and development deliverables as part of ongoing development of the Company’s technology and future services offering. Under the Company’s accounting policy for government grants received as a payment for research and development services, grants are recognized on a systematic basis over the periods in which these services are provided and are presented as a reduction of research and development expenses in the consolidated statement of operations. A grant that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the consolidated statement of operations in the period in which it becomes receivable, typically, as a reduction of research and development expenses. 55 Table of Contents Revenue Recognition Identifying the customer The Company receives payments primarily from U.S. and foreign government entities as part of the Company’s research and development and service arrangements with these entities. To evaluate if these arrangements are within the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company first determines if counterparties meet ASC 606’s definition of a customer in the context of the arrangements (“Customer”). The counterparty is a Customer if it obtains goods or services that are an output of the Company’s ordinary activities in exchange for consideration. To determine if an arrangement with counterparty represents an exchange transaction, the Company analyses arrangements using the following indicators of an exchange transaction: • The arrangement represents a reciprocal transfer that results in counterparty acquiring assets or services. • Both the Company and counterparty agree on the amount of assets transferred in exchange for goods and services that are of commensurate value (versus counterparty having full discretion). • The funds to be received by the Company allow for performance at a profit (versus partial cost-reimbursement basis). • The goods or services provided by the Company directly benefit the counterparty or are for counterparty’s own use. • If there are potential public benefits, they are secondary to the potential direct benefit to the counterparty. • The counterparty obtains proprietary rights or other privileges and exclusive knowledge of research outcomes. • Contractual provisions of the arrangement provide for the assessment of penalties beyond the amount of assets transferred if the Company fails to perform (versus limited to delivery of assets/services already provided and the return of unspent funds). Recognizing revenue If the Company concludes that the arrangement’s counterparty is not a Customer, the Company accounts for this arrangement as described in Government Grants and Research and Development sections of this footnote. If the Company concludes that counterparty is a Customer and arrangement is not a lease, the Company records revenue in accordance with ASC 606 core principle at the time when counterparty obtains control of promised goods or services in the amount that reflects the consideration expected to be received by the Company in exchange for those goods or services. The Company uses five-step model to recognize the revenue: (1) identify the contract with the Customer; (2) identify performance obligation(s); (3) determine transaction price for the contract; (4) allocate the transaction price to the separate performance obligations in the contract; and (5) recognize revenue when, or as, performance obligations are satisfied. Practical expedients, alternatives and policy elections Allocation of transaction price to optional goods or services: When a Customer has a material right to acquire future goods or services and those goods or services are similar to the original goods or services in the contract and are provided in accordance with the terms of the original contract, then the Company, as a practical alternative to estimating the standalone selling price of the option, allocates the transaction price to the optional goods or services by reference to the goods or services expected to be provided and the corresponding expected consideration. A material right exists if the Customer is only able to obtain these future goods or services by entering into the original contract and the option provides the Customer with the ability to obtain the additional goods or services at a discount that is incremental to a discount typically given to that class of customer. Immaterial promised goods or services: For promised goods or services that are immaterial in the context of the contract with the Customer, the Company does not assess whether these promises are performance obligations. If revenue related to 56 Table of Contents such immaterial promises is recognized before related goods or services are transferred to the Customer, the Company accrues costs related to transfer of these goods or services. Incremental costs of obtaining a contract: The incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. Financing component adjustment: The promised amount of consideration is not adjusted for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a Customer and when the Customer pays for that good or service will be one year or less. Taxes collected on behalf of the customers: The Company made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authorities when these taxes are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a Customer. Disclosure of remaining performance obligations: The Company does not disclose remaining performance obligations for contracts that have an original expected duration of one year or less. Research and Development The Company expenses research and development costs as incurred. Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities. Research and development expenses are partially offset by payments the Company received in the form of government grants, including those received under the U.S. Air Force’s transformative vertical lift program (“Agility Prime”). Selling, General and Administrative Selling, general and administrative expenses primarily consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities. Advertising Expense The Company expenses advertising costs as incurred. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 were $ 0.2 million, $ 0.1 million and $ 0.2 million, respectively, included in selling, general and administrative expenses in the consolidated statements of operations. Income Taxes The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a full valuation allowance to reduce its net deferred tax assets to the amount that is more likely than not to be realized. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included within the related liabilities line in the consolidated balance sheets. 57 Table of Contents Net Loss per Share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, the redeemable convertible preferred stock, common stock warrants, common stock subject to repurchase, stock options and earnout shares are considered to be potentially dilutive securities. Basic and diluted net loss attributable to common stockholders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock is considered a participating security. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss is attributed entirely to common stockholders. Because the Company has reported a net loss for the reporting periods presented, the diluted net loss per common share is the same as basic net loss per common share for those periods. Comprehensive Loss Comprehensive loss includes all changes in equity (net assets) during the period from nonowner sources. The Company’s comprehensive loss consists of its net loss, its cumulative translation adjustments, and its unrealized gains or losses on available-for-sale debt securities. Stock-Based Compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined on the date of grant. When the observable market price or volatility that the Company uses to determine grant date fair value does not reflect certain material non-public information known to the Company but unavailable to marketplace participants at the time the market price is observed, the Company determines whether an adjustment to the observable market price is required. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period and uses the straight-line method to recognize stock-based compensation, and accounts for forfeitures as they occur. The Company accounts for awards containing performance-based vesting condition based on the probability of achieving each of the performance goals at the end of each reporting period and recognizes expense over the requisite period, when achievement of the goal is determined to be probable, and adjusts the expense if the probability of achieving the goal later changes. The Company selected the Black-Scholes-Merton (“Black-Scholes”) option-pricing model as the method for determining the estimated fair value for stock options and employee stock purchase plan awards . The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the award’s expected term, expected volatility of the underlying stock, risk-free interest rate and expected dividend yield. Fair Value of Common Stock Prior to the Merger on August 10, 2021, the fair value of the Company’s common stock was determined by the board of directors with assistance from management and, in part, on input from an independent third-party valuation firm. The board of directors determined the fair value of common stock by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preferred stock, operating and financial performance, the lack of liquidity of the Company’s common stock and the general and industry-specific economic outlook. Redeemable Convertible Preferred Stock Prior to the Merger on August 10, 2021, the redeemable convertible preferred stock was recorded outside of permanent equity because while it was not mandatorily redeemable, in the event of certain events considered not solely within the Company’s control, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets (each, a “deemed liquidation event”), the redeemable convertible preferred stock would have become redeemable at the option of the holders of at least a majority of the then-outstanding shares. The Company had not adjusted the carrying values of the redeemable convertible preferred stock to the redemption amount of such shares because it was uncertain whether or when a deemed liquidation event would occur that would obligate the Company to pay the liquidation preferences to holders of shares of redeemable convertible preferred stock. All redeemable convertible preferred stock converted to common stock as a result of the Merger (Note 3). 58 Table of Contents New Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold. The guidance also requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. For public business entities, the guidance is effective for annual periods beginning after 15 December 2024. The Company expects the adoption to have a disclosure only impact on its consolidated financial statements. In November 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance also requires all public entities with a single reportable segment have to provide all the disclosures required by ASC 280, including the significant segment expense disclosures. The guidance applies to all public entities and is effective for fiscal years beginning after 15 December 2023, and for interim periods beginning after 15 December 2024. The Company expects the adoption to have a disclosure only impact on its consolidated financial statements. Note 3. Reverse Recapitalization On August 10, 2021, RTP and Legacy Joby completed the Merger, and RTP changed its name to Joby Aviation, Inc. In connection with the execution of the Merger Agreement, on February 23, 2021, RTP entered into separate subscription agreements (each a “Subscription Agreement”) with a number of investors (each a “PIPE Investor”), pursuant to which the PIPE Investors agreed to purchase, and RTP agreed to sell to the PIPE Investors, an aggregate of 83,500,000 shares of Common Stock (“PIPE Shares”), for a purchase price of $ 10.00 per share, in a private placement (“PIPE Financing”). The PIPE Financing closed substantially concurrently with the consummation of the Merger. Concurrently with the execution of the Merger Agreement, on February 23, 2021, RTP, Sponsor and Legacy Joby entered into the Sponsor Agreement pursuant to which 17,130,000 shares of the Company (“Earnout Shares”) became subject to vesting with 20 % of the Earnout Shares vesting in equal tranches when the volume-weighted average price of the Company's common stock is greater than $ 12.00 , $ 18.00 , $ 24.00 , $ 32.00 and $ 50.00 for any 20 trading days within a period of 30 trading days (the “Vesting Events”). After 10 years following the consummation of the Merger, any Earnout Shares which have not yet vested are forfeited. Pursuant to ASC 805, for financial accounting and reporting purposes, Legacy Joby was deemed the accounting acquirer with RTP being treated as the accounting acquiree, and the Merger was accounted for as a reverse recapitalization (the “Reverse Recapitalization”). Accordingly, the financial statements of the Company represent a continuation of the financial statements of Legacy Joby, with the Merger being treated as the equivalent of the Legacy Joby issuing stock for the net assets of RTP, accompanied by a recapitalization. The net assets of RTP were stated at historical costs, with no goodwill or other intangible assets recorded, and were consolidated with Legacy Joby’s financial statements on the Closing Date. Operations prior to the Closing Date are presented solely as those of Legacy Joby. The number of Legacy Joby common shares and redeemable convertible preferred shares for all periods prior to the Closing Date have been retrospectively increased using the exchange ratio that was established in accordance with the Merger Agreement (the “Exchange Ratio”). Upon the consummation of the Merger, the Company gave effect to the issuance of 127,333,290 shares of Common Stock for the previously issued RTP common stock and PIPE Shares that were outstanding at the Closing Date. The Company raised $ 1,067.9 million of proceeds including the contribution of $ 232.9 million of cash held in RTP's trust account from its initial public offering, net of redemptions of RTP public stockholders of $ 424.2 million and reimbursements for RTP’s expenses of $ 33.3 million, and $ 835.0 million of cash in connection with the PIPE Financing. The Company incurred $ 50.4 million of transaction costs, consisting of banking, legal, and other professional fees, of which $ 41.3 million was related to common stock issued during the Merger and was recorded as a reduction to additional paid-in capital. The remaining $ 9.1 million was related to Earnout Shares and was expensed immediately upon consummation of the Merger as transaction expenses related to the Merger in the consolidated statements of operations. 59 Table of Contents Note 4. Fair Value Measurements Assets and liabilities recorded at fair value on a recurring basis in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: • Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; • Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and • Level 3 - Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company’s financial assets consist of Level 1 and 2 assets. The Company classifies its cash equivalents and marketable debt securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company’s fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of the Company’s marketable debt securities were derived from non-binding market consensus prices that are corroborated by observable market data and quoted market prices for similar instruments. The Company’s financial liabilities measured at fair value on a recurring basis consist of Level 1, Level 2 and Level 3 liabilities. The Company’s Public Warrants (as defined in Note 11) are classified as Level 1 because they are directly observable in the market. The Company classifies the Private Placement Warrants (as defined in Note 11) within Level 2, because they were valued using inputs other than quoted prices which are directly observable in the market, including readily available pricing for the Company’s Public Warrants. The Company classifies Delta Warrant and Earnout Shares Liability (as defined in Note 11) within Level 3, because they were valued using unobservable inputs that are significant to the fair value measurement. The Delta Warrant and Earnout Shares Liability are measured at fair value on a recurring basis. Changes in fair value of Level 3 liabilities are recorded in total other income (loss), net, in the consolidated statements of operations. 60 Table of Contents The following tables set forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 197,543 $ — $ — $ 197,543 Cash equivalents $ 197,543 $ — $ — $ 197,543 Term deposits $ — $ 42,538 $ — $ 42,538 Asset backed securities — 27,469 — 27,469 Government debt securities — 265,681 — 265,681 Corporate debt securities — 492,545 — 492,545 Available-for-sale investments — 828,233 — 828,233 Total fair value of assets $ 197,543 $ 828,233 $ — $ 1,025,776 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 21,097 $ — $ — $ 21,097 Common stock warrant liabilities (Private Placement) — 14,105 — 14,105 Common stock warrant liabilities (Delta) — — 27,734 27,734 Warrant liabilities 21,097 14,105 27,734 62,936 Earnout Shares Liability — — 95,969 95,969 Total fair value of liabilities $ 21,097 $ 14,105 $ 123,703 $ 158,905 December 31, 2022 Level 1 Level 2 Level 3 Total Assets measured at fair value Money market funds $ 108,119 $ — $ — $ 108,119 Cash equivalents 108,119 — — 108,119 Term deposits — 40,709 — 40,709 Asset backed securities — 54,707 — 54,707 Government debt securities — 362,851 — 362,851 Corporate debt securities — 452,425 — 452,425 Available-for-sale investments — 910,692 — 910,692 Total fair value of assets $ 108,119 $ 910,692 $ — $ 1,018,811 Liabilities measured at fair value Common stock warrant liabilities (Public) $ 8,318 $ — $ — $ 8,318 Common stock warrant liabilities (Private) — 5,561 — 5,561 Common stock warrant liabilities (Delta) — — 14,903 14,903 Warrant liability 8,318 5,561 14,903 28,783 Earnout Shares Liability — — 44,055 44,055 Total fair value of liabilities $ 8,318 $ 5,561 $ 58,958 $ 72,838 61 Table of Contents The following is a summary of the Company’s available-for-sale securities (in thousands): December 31, 2023 Cost or Amortized Cost Unrealized Gains Unrealized Losses Allowance for credit losses Fair value Assets measured at fair value Term deposits $ 42,538 $ — $ — $ — $ 42,538 Asset backed securities 27,465 21 ( 17 ) — 27,469 Government debt securities 265,439 269 ( 27 ) — 265,681 Corporate debt securities 492,761 299 ( 515 ) — 492,545 Total $ 828,203 $ 589 $ ( 559 ) $ — $ 828,233 December 31, 2022 Cost or Amortized Cost Unrealized Gains Unrealized Losses Allowance for credit losses Fair Value Term deposits $ 40,709 $ — $ — $ — $ 40,709 Asset backed securities 55,016 — ( 309 ) — 54,707 Government debt securities 367,324 — ( 4,473 ) — 362,851 Corporate debt securities 455,854 — ( 3,429 ) — 452,425 Total $ 918,903 $ — $ ( 8,211 ) $ — $ 910,692 The weighted-average remaining maturity of the Company’s investment portfolio was less than one year as of the periods presented. No individual security incurred continuous significant unrealized losses for greater than 12 months. There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the years ended December 31, 2023 and 2022. In the years ended December 31, 2023 and 2022, the Company did not have any Level 3 financial assets measured at fair value on a recurring basis. The following table sets forth a summary of the change in the fair value, which is recognized as a component of total other income (loss), net within the consolidated statements of operations, of the Company’s Level 3 financial liabilities (in thousands): Earnout Shares Liability Common stock warrant liabilities (Delta) Fair value as of January 1, 2023 $ 44,055 $ 14,903 Change in fair value 51,914 12,830 Fair value as of December 31 2023 $ 95,969 $ 27,733 The fair value of the Earnout Shares Liability and Common stock warrant liabilities (Delta) (see Note 11) are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. Note 5. Acquisitions 2021 Acquisitions On January 11, 2021, the Company entered into certain agreements with Uber Technologies, Inc. (“Uber”), under which it acquired Uber Elevate, Inc. (“Uber Elevate”), a portion of Uber’s business dedicated to development of aerial ridesharing. In connection with the acquisition, the Company issued Uber a Convertible Promissory Note (“Uber CPN”) and entered into a collaboration agreement (the “Uber Agreement”). 62 Table of Contents The following table summarizes the allocation of total consideration transferred to Uber between Uber Elevate and the contractual agreement asset (in thousands, except share and per share data): Series C redeemable convertible preferred stock ( 8,924,009 shares at $ 8.70 per share fair value) $ 77,619 Less: premium on Uber CPN ( 465 ) Total consideration 77,154 Consideration allocated to contractual agreements asset and related deferred tax liability ( 42,938 ) Consideration allocated to Uber Elevate $ 34,216 Uber Elevate Uber Elevate was a business incubated within Uber, which had developed multiple proprietary software technologies and built a highly skilled engineering team focused on multimodal ride sharing coordination, connected airspace management, urban transportation and simulation, and certifiable aviation grade battery technology. The Uber Elevate acquisition was intended to complement the Company’s existing technologies and expertise necessary to gain integration into the Uber app and progress commercialization of aerial ridesharing services. The Company concluded that Uber Elevate represented a business, and acquisition of Uber Elevate was accounted as a business combination. The purchase price allocation for Uber Elevate is as follows (in thousands): Automation platform software technology $ 7,200 Multimodal software technology 4,900 Simulation software technology 4,600 Total acquired finite-lived intangible assets 16,700 Goodwill 10,757 Property and equipment 630 Deferred tax asset 6,129 Total purchase consideration $ 34,216 The factors contributing to the recognition of goodwill were based upon the Company’s conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Under the terms of the Share Purchase Agreement, certain employees of Uber Elevate who continued their employment with the Company following the acquisition of Uber Elevate were allowed to retain their unvested Uber restricted stock unit awards. The total fair value of these awards was $ 5.0 million and was recognized by the Company over the period between the acquisition date and awards vesting date, December 16, 2021. The Company recognized $ 5.0 million as other non-cash compensation during the year ended December 31, 2021 with $ 4.6 million and $ 0.4 million included in research and development expenses and selling, general and administrative expenses, respectively. During the fourth quarter of 2021, the Company recorded tax related measurement period adjustments to recognize deferred tax assets and liabilities reflecting tax versus book differences for assets acquired during the Uber Elevate transaction. In relation to these adjustments, the Company updated the allocation of the total consideration between the Uber Elevate business acquisition and the collaboration agreement’s contractual asset. The adjustments reflect tax related facts and circumstances in existence as of the acquisition of Uber Elevate, the valuation of which was finalized during the fourth quarter of 2021. The impact of these adjustments resulted in an increase of $ 5.8 million in goodwill, an increase of $ 6.2 million in deferred tax assets, an increase of $ 4.7 million in the contractual agreement asset, offset by a deferred tax liability of $ 16.7 million. In addition, the Company released a deferred tax asset valuation allowance resulting in an income tax benefit of $ 10.5 million, as the deferred tax liability provided the Company with a source of future taxable income. Uber CPN The Uber CPN was issued in exchange for gross proceeds of $ 75.0 million, which is the note’s face amount. The Uber CPN bore interest at simple interest rate of 5.00 % per annum and matured 2 years after its issuance. Uber CPN was convertible into common or preferred stock of Legacy Joby, depending on the occurrence or non-occurrence of various equity financing scenarios, including an IPO or a merger with (or acquisition of) a SPAC. The Uber CPN was issued at a premium, as its fair value at issuance was $ 74.5 million, $ 0.5 million below its face amount. The Company recognized the $ 0.5 million premium at issuance of Uber CPN as a reduction of the total consideration transferred to Uber for the 63 Table of Contents acquisition of the Uber Elevate. Upon closing of the Merger, the unpaid principal amount of $ 75.0 million plus accrued and unpaid interest in the amount of $ 2.2 million was converted into 7,716,780 shares of common stock of Joby Aviation. Uber Agreement Under the terms of the Uber Agreement, the Company and Uber agreed to continue focused development of their respective existing technologies to achieve mutual integration of their transportation services offerings to their customers. The Uber Agreement embodies significant benefits to the Company, consisting primarily of customer demand aggregation, improved load factor as well as favorable commissions. The fair value of the asset representing these benefits (the “contractual agreement asset”) at inception was $ 49.5 million. Because the Uber Agreement was not a part of the Uber Elevate business combination, the Company used the relative fair value method to allocate the total consideration transferred to Uber between the purchase consideration for acquiring Uber Elevate business and the contractual agreement asset. The Company will amortize the contractual agreement asset in proportion to the estimated incremental cash flows earned under the Uber Agreement over an estimated period of three years . The Company expects to begin generating incremental cash flows under the contractual agreement asset in 2025. On April 6, 2021, the Company completed the acquisition of an entity engaged in the development of transportation technology with application in the aviation sector, whereby it acquired all the outstanding shares of the entity in exchange for a purchase consideration of $ 5.0 million in cash. The acquisition was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired was represented by a group of similar assets. The purchase consideration was allocated to $ 5.0 million of the acquired in-process research and development (“IPR&D”) assets, $ 0.1 million of the acquired current liabilities and $ 0.1 million of acquired current assets. In relation to the acquisition, the Company issued 2,677,200 restricted shares of Legacy Joby Series C Preferred Stock with the aggregate acquisition date value of $ 23.9 million. The Series C Preferred Stock was converted into an equivalent number of shares of Legacy Joby common stock on a one -to-one basis immediately prior to the closing of the Merger, and then into the restricted shares of the Company’s common stock at the time of the Merger. The restricted shares vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the restricted shares vesting terms. On December 21, 2021, the Company completed the acquisition of an entity engaged in the development of radar systems technology with application in the aviation and other sectors, whereby it acquired all the outstanding shares of the entity in exchange for a total consideration consisting of (i) $ 2.8 million in cash, and (ii) 340,000 restricted stock units representing the right to receive an equivalent number of shares of the Company’s common stock upon vesting ("RSUs") with the aggregate acquisition date value of $ 2.4 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations. The purchase consideration of $ 2.8 million was allocated to $ 1.7 million of the acquired intangible assets, primarily developed technology, $ 1.2 million of the acquired current assets, primarily cash and account receivables, and $ 0.1 million of the acquired current liabilities. 2022 Acquisitions On March 9, 2022, the Company completed the acquisition of an aerospace composite manufacturing company, whereby it acquired all the purchased assets and assumed selected liabilities in exchange for a total consideration consisting of (i) $ 1.5 million in cash, and (ii) RSUs with the aggregate acquisition date value of $ 0.1 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations . The purchase consideration of $ 1.5 million was allocated to the following: a $ 1.1 million in favorable lease assets, $ 0.4 million of acquired machinery and equipment, $ 0.1 million of acquired current assets, and $ 0.1 million of acquired current liabilities. On May 17, 2022, the Company completed the acquisition of an aerospace software engineering company that specializes in full-lifecycle software and firmware development and verification to aviation regulatory standards, in exchange for total cash consideration of $ 7.2 million. The acquisition was accounted for as a business combination as the assets acquired and liabilities assumed constituted a business in accordance with ASC 805 Business Combinations . Part of the cash consideration in an amount of $ 2.2 million was temporarily retained by the Company to satisfy the Company’s post-closing indemnification claims, if any, against the seller. This retained amount of $ 2.2 million was released and paid to the seller during the three month ended June 30, 2023. 64 Table of Contents In relation to the acquisition, the Company issued 790,529 RSUs with an aggregate acquisition date value of approximately $ 4.5 million. The Company also paid $ 0.5 million to the employees of the acquired company, and settled accounts payable to the acquired company of $ 0.2 million. The RSUs vest contingent upon each employee’s continued employment with the Company or its subsidiaries, and are recognized as stock-based compensation expense over the RSUs’ vesting terms, commencing on the acquisition date. The purchase consideration of $ 7.2 million was, preliminarily, allocated to $ 3.3 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $ 2.5 million of total intangible assets comprising of $ 2.4 million of acquired customer relationships intangible asset and $ 0.1 million of acquired developed technology intangible asset, $ 1.5 million of acquired current assets, primarily consisting of cash and accounts receivable, $ 0.3 million of acquired fixed assets, and $ 0.4 million of acquired current liabilities. Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized. In September 2022, the Company made certain measurement period adjustments, which included a working capital adjustment with the seller in accordance with the agreement terms, resulting in an increase to the purchase consideration of $ 0.1 million which was paid during the three months ended December 31, 2022. No other adjustments were made through the end of the measurement period which ended on May 16, 2023. On November 30, 2022, the Company completed the purchase of certain real property, improvements and other assets (“Property”) from Frederick Electronics Corporation, a Maryland corporation and Plantronics, Inc., a Delaware corporation (“Sellers”) for a cash purchase price of $ 25.5 million. The Property consists of approximately 162,000 square feet across five buildings located at 333 Encinal Street, Santa Cruz, California and will be used as the Company’s corporate headquarters. The acquisition was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired was represented by a group of similar assets. The purchase consideration was allocated to $ 6.3 million of land, $ 17.7 million of buildings and site improvements and $ 1.5 million of equipment, fixtures and furniture. Note 6. Balance Sheet Components Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2023 2022 Equipment $ 84,639 $ 63,656 Buildings 21,384 21,384 Leasehold improvements 18,771 14,319 Computer software 15,114 10,920 Molds and tooling 16,306 10,298 Land 6,270 6,270 Vehicles and aircraft 1,617 1,582 Furniture and fixtures 640 682 Construction in-progress 6,055 6,094 Gross property and equipment 170,796 135,205 Accumulated depreciation and amortization ( 67,366 ) ( 43,102 ) Property and equipment, net $ 103,430 $ 92,103 Depreciation and amortization expense of property and equipment for the years ended December 31, 2023 and 2022 was $ 24.4 million and $ 18.4 million, respectively. Vehicles and aircraft includes utility automobiles used at the Company's various facilities and purchased aircraft to support the Company's air operations and training. 65 Table of Contents Intangible Assets, Net The intangible assets consist of the following (in thousands): December 31, 2023 2022 Automation platform software $ 7,200 $ 7,200 Multimodal software technology 4,900 4,900 System simulation software technology 4,600 4,600 Other intangibles 5,328 5,328 Gross intangible assets 22,028 22,028 Accumulated amortization ( 15,443 ) ( 9,447 ) Intangible assets, net $ 6,585 $ 12,581 Amortization expense related to intangible assets for the years ended December 31, 2023 and 2022 was $ 6.1 million and $ 5.6 million, respectively. As of December 31, 2023 the weighted-average amortization period of intangible assets was 1.53 years. The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of December 31, 2023 (in thousands): Fiscal Year December 31, 2023 2024 $ 4,431 2025 2,154 $ 6,585 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2023 2022 Prepaid equipment $ 3,471 $ 4,525 Prepaid software 3,809 5,522 Prepaid taxes 1,603 1,273 Prepaid insurance 6,192 7,702 Other 3,767 1,138 Total $ 18,842 $ 20,160 Other non-current assets Other non-current assets consist of the following (in thousands): December 31, 2023 2022 Contractual agreement asset $ 59,611 $ 59,611 Long-term prepaid insurance 413 3,770 Other non-current assets 586 819 Total $ 60,610 $ 64,200 66 Table of Contents Accrued and other current liabilities Accrued and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Vendor related accruals $ 11,391 $ 7,508 Payroll accruals including performance related stock based compensation 16,265 5,992 Contract liabilities under contracts with customers 2,534 — Deferred research and development credits 3,633 — Acquisition-related obligation accrual — 2,167 Other accruals and current liabilities 3,995 3,116 Total $ 37,818 $ 18,783 Note 7. Debt Tenant Improvement Loan Under the terms of one of the Company’s operating lease agreements (Note 8), the landlord provided the Company with a loan of $ 1.6 million to be used in financing leasehold improvements. The loan was drawn by the Company in six separate installments, of which two installments were drawn in December 2018, for a total of $ 0.5 million, and the remaining installments were drawn during the year ended December 31, 2019 for a total of $ 1.1 million. Each loan installment is repayable in equal monthly payments over a period of six years , commencing in February 2019 and ending in October 2025. In the event of early lease termination by the Company, the loan is repayable within 30 days of the termination. Outstanding balances accrue interest at a rate of 8 % per annum. The average effective interest rate for the loan is 8.1 %. Maturities on the tenant improvement loan were as follows (in thousands): December 31, 2023 2024 $ 310 2025 85 Total payable amount 395 Less: current portion of tenant improvement loan ( 310 ) Noncurrent portion of tenant improvement loan, net $ 85 Note 8. Leases The Company leases various office and research and development facilities under operating lease agreements that expire at various dates through October 2050. Under the terms of the agreements, the Company is responsible for certain insurance, property taxes and maintenance expenses. In fiscal year 2022, The Company adopted ASC 842, recognizing operating lease right-of-use asset and liabilities on the consolidated balance sheet and continuing accreting rent expense on a straight-line basis over the term of the operating leases. Rent expense for 2023, 2022 and 2021 was $ 7.0 million, $ 5.9 million and $ 5.7 million, respectively. As a result of adopting ASC 842 in 2022, the Company recorded lease right-of-use, (ROU) asset of $ 26.7 million and lease liabilities of $ 28.7 million as of January 1, 2022, primarily related to ground and building leases based on the present value of future lease payments which were discounted at the Company’s estimated IBR. The IBR and the remaining lease terms of our facilities as of December 31, 2022 ranged from 2.3 % to 9.2 % and 3 months to 28 years, respectively. There was no impact to retained earnings upon the adoption of ASC 842. In 2023, the Company recorded additional ROU assets of $ 5.7 million and lease liabilities of $ 5.7 million related to building leases based on the present value of future lease payments which were discounted at the Company’s estimated IBR. The IBR and the remaining lease terms of our facilities as of December 31, 2023 ranged from 3.5 % to 9.2 % and 2 months to 26 years, respectively. 67 Table of Contents The Company purchased equipment with total gross book value of $ 6.5 million under finance lease agreements, of which $ 1.0 million and $ 0.7 million was purchased during 2023 and 2022, respectively. Interest rates for the finance leases have ranged from 4.0 % to 15.0 % per annum. Accumulated depreciation for equipment acquired under the finance leases was $ 2.7 million and $ 1.6 million as of December 31, 2023 and 2022, respectively. In addition to the equipment finance leases, the Company identified an embedded finance lease within the Company’s purchase and sale agreement with Toyota for subassembly components in the amount of $ 3.8 million as of December 31, 2023. Supplemental balance sheet information related to leases was as follows (in thousands, except lease term and discount rate): December 31, 2023 December 31, 2022 Operating leases Assets Operating lease right-of-use assets $ 28,286 $ 25,149 Liabilities Operating lease liabilities, current $ 4,312 3,710 Operating lease liabilities, non-current 26,349 23,613 Total operating lease liabilities $ 30,661 $ 27,323 Finance leases Assets Financing lease right-of-use assets $ 10,150 $ 4,903 Accumulated amortization ( 2,701 ) ( 1,638 ) Financing lease right-of-use assets, net $ 7,449 $ 3,265 Liabilities Finance lease liabilities, current $ 1,597 $ 522 Finance lease liabilities, non-current 4,411 821 Total finance lease liabilities $ 6,008 $ 1,343 December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) Operating leases 6.3 years 7.7 years Finance leases 4.1 years 3.0 years Weighted-average discount rate Operating leases 6.9 % 5.6 % Finance leases 7.7 % 6.9 % 68 Table of Contents Maturities of lease liabilities as of December 31, 2023 were as follows: December 31, 2023 Operating Leases Finance Leases 2024 $ 6,011 $ 1,669 2025 6,204 1,627 2026 6,175 1,329 2027 6,168 1,224 2028 5,636 1,174 2029 and thereafter 8,638 166 Total undiscounted lease payments $ 38,832 $ 7,189 Less: imputed interest ( 8,171 ) ( 1,181 ) Total lease liabilities $ 30,661 $ 6,008 Lease Costs The table below presents certain information related to the lease costs for the year ended December 31, 2023: Year Ended December 31, 2023 2022 Operating lease cost $ 5,760 $ 5,640 Finance Leases Amortization of right-of-use assets 1,063 537 Interest on lease liabilities 243 66 Other Lease Costs Short-term lease cost 2,342 1,402 Variable lease cost (1) 2,414 1,235 Total lease cost $ 11,822 $ 8,880 (1) Consist primarily of common-area maintenance, taxes and utilities The table below presents certain supplemental information related to the cash flows for operating and finance leases recorded on the consolidated statements of cash flows: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ ( 5,559 ) $ ( 5,427 ) Operating cash flows from finance leases $ ( 243 ) $ ( 66 ) Finance cash flows from finance leases $ ( 583 ) $ ( 777 ) Right-of-use assets obtained in exchange for lease obligations: Operating lease liabilities $ 5,652 $ 29,202 Finance lease liabilities $ 5,221 $ 694 69 Table of Contents Note 9. Commitments and Contingencies Contingencies As of December 31, 2023, the Company had $ 13.0 million of unconditional purchase obligations with remaining terms in excess of one year. These obligations primarily relate to the Company’s purchase agreements for certain aircraft parts through 2028. The Company is subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and contingencies are reflected in the Consolidated Financial Statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s consolidated results of operations in a given period. As of December 31, 2023, and 2022, the Company was not involved in any material legal proceedings. Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company has indemnified its Board of Directors and officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or officer, other than liabilities arising from willful misconduct of the individual. The Company currently has directors’ and officers’ insurance. The Company believes the estimated fair value of these obligations is minimal. The Company did not record any liabilities in connection with these possible obligations as of December 31, 2023 and 2022. Note 10. Redeemable Convertible Preferred Stock Upon the completion of the Merger, all outstanding Legacy Joby redeemable convertible preferred stock converted into shares of common stock (Note 3). As of December 31, 2023 and 2022, there were no holders of the Company’s preferred stock. Note 11. Stock Warrants and Earnout Shares Private Placement and Public Warrants In connection with the Merger, each of the 17,250,000 publicly-traded warrants (“Public Warrants”) and 11,533,333 private placement warrants (“Private Placement Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) issued to Reinvent Sponsor, LLC (the “Sponsor”) in connection with RTP’s initial public offering and subsequent overallotment were converted into an equal number of warrants that entitle the holder to purchase one share of the Company’s Common stock, par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share, subject to adjustments, and will expire five years after the completion of the Merger or earlier upon redemption or the Company’s liquidation. Once the Common Stock Warrants become exercisable, the Company may redeem the outstanding Common Stock Warrants subject to certain Common Stock price and other conditions as defined in the Warrant Agreement between RTP and Continental Stock Transfer & Trust Company (“Warrant Agreement”) and the Sponsor Agreement by and among the Company, Sponsor and RTP (“Sponsor Agreement”). During the year ended December 31, 2023, no Common Stock Warrants were exercised. The Private Placement Warrants were initially recognized as a liability on August 10, 2021, at a fair value of $ 21.9 million. The Private Warrant liability was remeasured to fair value as of December 31, 2023, 2022 and 2021, resulting in a loss of $ 8.5 million and gains of $ 12.4 million and $ 3.9 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statements of operations. 70 Table of Contents The Public Warrants were initially recognized as a liability on August 10, 2021 at a fair value of $ 32.8 million. The public warrant liability was remeasured to fair value based upon the market price as of December 31, 2023, 2022 and 2021, resulting in a loss of $ 12.8 million and gains of $ 18.6 million and $ 5.9 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statements of operations. Earnout Shares Liability In connection with the Reverse Recapitalization and pursuant to the Sponsor Agreement, Sponsor agreed to certain terms of vesting, lock-up and transfer with respect to the 17,130,000 common shares held by it (“Earnout Shares”). The terms of the Sponsor Agreement specify that the Earnout Shares will vest upon achieving certain specified release events. In accordance with ASC 815 Derivatives and Hed ging, the Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability (“Earnout Shares Liability”) as of the Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of total other income (loss), net in the consolidated statements of operations. Under the vesting schedule, 20 % of the Earnout Shares vest in tranches when the volume-weighted average price of the Company's common stock quoted on the NYSE is greater than $ 12.00 , $ 18.00 , $ 24.00 , $ 32.00 and $ 50.00 for any 20 trading days within a period of 30 trading days (each such occurrence a “Triggering Event”). After ten years following the consummation of the Merger (the “Earnout Period”), any Earnout Shares which have not yet vested are forfeited. No Earnout Shares vested as of December 31, 2023. Earnout Shares Liability at the closing of the Merger on August 10, 2021, was $ 149.9 million based on a Monte Carlo simulation valuation model using a distribution of potential outcomes on a monthly basis over the Earnout Period using the most reliable information available. During the years ended December 31, 2023, 2022 and 2021, the Company recognized a loss related to the change in the fair value of the Earnout Shares Liability of $ 51.9 million and gains of $ 65.8 million and $ 40.1 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statement of operations. Assumptions used in the valuation are as follows: December 31, August 10, 2023 2022 2021 Expected volatility 75.30 % 73.70 % 62.20 % Risk-free interest rate 3.90 % 3.92 % 1.36 % Dividend rate 0.00 % 0.00 % 0.00 % Expected term (in years) 7.61 8.61 10.00 Delta Warrant In connection with the umbrella agreement that the Company entered with Delta Air Lines, Inc. (“Delta”) on October 7, 2022, the Company sold and issued to Delta, in private placement, 11,044,232 shares of the Company’s Common Stock, at the per-share purchase price of $ 5.4327 , for an aggregate cash consideration of $ 60.0 million. In addition, the Company issued a warrant for Delta to purchase up to 12,833,333 shares of the Company's common stock in two tranches, subject to certain milestone achievement conditions (“Delta Warrant”). The first and the second tranches of the warrant permit Delta to purchase up to 7,000,000 and 5,833,333 shares of Common Stock at exercise prices of $ 10 and $ 12 , respectively, starting from the date the applicable milestones are satisfied and ending on the ten year anniversary of the warrant issuance date. The number of shares and exercise price for both tranches is subject to value cap adjustment if the 30 day volume weighted average price per share of the Company’s stock exceeds 150 % of each respective tranche’s exercise price, but disregarding any price increases occurring within 10 business days after a public announcement of the achievement of an applicable milestone, if any. The Company concluded that no assets or liabilities were transferred by either party beyond the Company’s issuance of common stock and warrants in exchange for the total cash consideration from Delta, that the umbrella agreement does not constitute a funded research and development agreement in the scope of ASC 730 Research and Development or a collaborative agreement in the scope of ASC 808 Collaborative Agreements , and that the Delta Warrant is a freestanding financial instrument not indexed to the Company’s own stock. Accordingly, the Company recognized the issuance of Common Stock as equity in additional paid-in capital on consolidated balance sheets and the Delta Warrant as liability on the consolidated balance sheets at fair value. 71 Table of Contents The Delta Warrant issuance was initially recognized as a liability on October 7, 2022, at a fair value of $ 16.1 million based on a Monte Carlo simulation valuation model using the most reliable information available. The Delta Warrant’s liability was remeasured to fair value as of December 31, 2023 and 2022, resulting in a loss of $ 12.8 million and a gain of $ 1.2 million, respectively, which is included within the gain (loss) from change in the fair value of warrants and earnout shares in the consolidated statements of operations. Assumptions used in the valuation of Delta Warrants are as follows: December 31, October 7, 2023 2022 2022 Expected volatility 75.30 % 75.10 % 72.20 % Risk-free interest rate 3.90 % 3.89 % 3.89 % Dividend rate 0.00 % 0.00 % 0.00 % Expected term (in years) 8.80 9.80 10.00 Note 12. Stockholders' Equity The Company’s Common Stock and Public Warrants trade on the NYSE under the symbol “JOBY” and “JOBY WS”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $ 0.0001 per share: (i) 1,400,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. The Company has retroactively adjusted the shares issued and outstanding prior to August 10, 2021 to give effect to the Exchange Ratio. Preferred stock may be issued at the discretion of the Company’s Board of Directors, as may be permitted by the General Corporation Law of the State of Delaware, and without further stockholder action. The shares of preferred stock would be issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers and directors, and in certain instances may be used as an antitakeover defense. As of December 31, 2023 and 2022, there were no preferred stock issued and outstanding. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. As of December 31, 2023 and 2022, no dividends have been declared to date. The Company had reserved common stock, on an as-converted basis, for future issuance as follows: December 31, 2023 2022 Stock options outstanding under 2016 Stock Plan 13,574,585 17,093,447 Unvested RSU's under 2016 Stock Plan 4,675,812 6,635,600 Unvested RSU's under 2021 Stock Plan 26,400,887 21,901,527 Remaining shares available for future issuance under the 2021 plan 80,671,660 69,365,590 Common stock warrants 28,783,333 28,783,333 Total common stock reserved 154,106,277 143,779,497 Former Parent Reorganization At incorporation, the Company issued to its then parent entity Joby Holdings, Inc., a Delaware corporation (the “Former Parent”) 101,581,936 common shares and assumed the substantial majority of the Former Parent’s workforce. As a result, an aggregate of 98,802,553 shares of the Company’s common stock held by Former Parent were cancelled and retired, and an aggregate of 98,357,200 shares of the Company’s common stock were issued by the Company to the prior stockholders of Former Parent. 72 Table of Contents Accordingly, Former Parent Reorganization did not have an impact on the Company’s financial statements, other than the disclosure of the number of legally issued and outstanding common shares, which decreased by 445,353 common shares, and the number of fully vested common stock options, which increased by 445,353 options. Other Stock Offerings On May 5, 2023, the Company issued 43,985,681 shares of common stock at a price of $ 4.10 per share in a registered direct offering to certain institutional investors for net proceeds of $ 180.2 million, after deducting offering expenses payable by the Company of $ 0.2 million. On June 29, 2023, the Company issued 15,037,594 shares of common stock at a price of $ 6.65 per share in a private placement to SKT for net proceeds of $ 99.9 million, after deducting offering expenses payable by the Company of $ 0.1 million. In connection with the investment, the Company entered into an agreement with SKT (the “Registration Rights Agreement”) with respect to the issued shares (the “Registrable Securities”) under which, subject to certain requirements and customary conditions, SKT may require the Company to register the Registrable Securities as described in the Registration Rights Agreement. The Registration Rights Agreement contains additional customary covenants between the Company and SKT and certain restrictions on transfer of the Registrable Securities. The registration rights will terminate at such time as Rule 144 is available for the sale of all of the Registrable Securities without limitation during a three-month period without registration and in certain events related to a change of control. Note 13. Revenue Recognition The Company’s revenue is primarily from provision of flight services to its customers. The Company recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration the Company expects to receive for those goods or services. Flight services Flight services revenue primarily includes consideration for the Company’s performance of customers directed flights and on-base operations for various U.S. Department of Defense agencies (“DOD”). These services are used by the DOD to demonstrate how eVTOL aircrafts can support a range of logistics missions, in realistic mission settings, including cargo and passenger transportation, and could be operated by both the Company’s and DOD’s personnel. On-base operations also include the training of DOD pilots and aircraft maintenance crews, as well as access to aircraft simulator, which provides the DOD with valuable insight into the performance of an eVTOL aircraft. Revenues are recognized as services are rendered and performance obligations are satisfied over time in accordance with contractual terms. Flight services operating expenses primarily comprise of flight, flight support, and maintenance personnel, cost of operating flight-support aircraft, depreciation of capitalized ground support equipment and the Company’s aircraft electricity costs, as directly attributed to the Company’s performance of these flight services. Flight services operating expenses do not include aircraft and aircraft parts manufacturing costs as these costs are expensed as research and development costs by the Company when incurred, based on applicable research and development accounting guidance. Contract Assets, Liabilities and Receivables The Company generally satisfies performance of contract obligations by providing flight services to its customers in exchange for consideration. The timing of performance may differ from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset exists when the Company has a contract with a customer for which revenues has been recognized (i.e., services have been performed), but customer payment is contingent on a future event (i.e., satisfaction of additional performance obligations). These contract assets are transferred to receivables when the right to consideration becomes unconditional. Contract liabilities relate to deferred revenues in which advance consideration is received from customers for contracts where revenues are recognized based on future performance of services. The Company typically invoices customers on a monthly basis with the payment due between 30 and 60 days from the date of invoice. There were no contract assets and receivables from the customers as of December 31, 2023, 2022 and 2021. There was no revenue from contracts with the customers during the years ended December 31, 2022, and 2021. 73 Table of Contents Contract liabilities represents payments by customers in advance of receiving the Company’s flight services, see table below (in thousands). December 31, 2023 2022 Contract liabilities under contracts with customers $ 2,534 $ — Remaining Performance Obligations Remaining performance obligations represent contracts for which work has not been performed and future revenue recognition is expected. The Company has elected the practical expedient permitting the exclusion of disclosing remaining performance obligations for contracts that have an original expected duration of one year or less. The Company’s contracts with its customers can be cancelled without penalty and with a notice period of less than a year. Additionally, these contracts do not commit customers to acquire specific amounts of flight services and permit them to decrease the flight services under the contracts with a corresponding decrease in the consideration without penalty. Note 14. Stock-based Compensation Equity Compensation Plans In November 2016, the Company’s Board of Directors adopted the 2016 Stock Option and Grant Plan (“2016 Plan”) under which officers, employees, directors, consultants and other key persons of the Company or its affiliates may be granted incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units. On August 10, 2021, the Company’s Board of Directors amended the 2016 Plan to provide that no new awards could be granted under the 2016 Plan. Under the 2016 Plan, stock options were generally granted with an exercise price equal to the estimated fair value of the Company’s common stock, as determined by the Company’s Board of Directors on the date of grant. Options generally have contractual terms of ten years . Outstanding options generally vest over six years , contain a one year cliff, are exercisable immediately and, upon early exercise, are subject to repurchase by the Company at the original exercise price. If an ISO is granted to an optionee who, at the time of grant, owns more than 10 % of the voting power of all classes of capital stock, the term of the ISO is five years . Options issued under the 2016 Plan must be priced at no less than the fair value of the shares on the date of the grant provided, however, that the exercise price of an option granted to a 10 % stockholder is not less than 110 % of the fair value of the shares on the date of grant. The Board of Directors determines the exercisability provisions of a stock option agreement at its sole discretion. The fair value of the RSU’s granted under the 2016 Plan was determined by the Company’s Board of Directors on the date of grant. Generally, RSUs have six years vesting period and contractual terms of ten years . On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). Under the 2021 Plan, the Company can grant incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to employees, directors and consultants. The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares equal to four percent ( 4 %) of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. On December 31, 2023, the number of shares available for issuance under 2021 Plan was 80,671,660 . On January 1, 2024, the number of shares available for issuance under 2021 plan increased by 27,930,481 shares. 74 Table of Contents Stock Options Activity The summary of stock option activity for the year ended December 31, 2023 is as follows: Stock Option Activity Number of Options Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Balances—December 31, 2022 17,093,447 $ 0.68 6.97 $ 45,689 Additional shares authorized Options canceled and forfeited ( 555,855 ) $ 0.65 Repurchases — Options granted — Options exercised ( 2,963,007 ) $ 0.57 Balances—December 31, 2023 13,574,585 $ 0.70 6.15 $ 80,736 Vested and expected to vest 13,574,585 $ 0.70 6.15 $ 80,736 Shares exercisable (vested and unvested) 7,928,025 $ 0.57 6.00 $ 48,210 The weighted-average grant date fair value of options granted in the years ended December 31, 2023, 2022 and 2021 was nil , nil and $ 9.16 , respectively. The total intrinsic value of options exercised was $ 15.2 million, $ 12.0 million and $ 20.1 million respectively, during the years ended December 31, 2023, 2022 and 2021. Restricted Stock Units A summary of RSU activity for the year ended December 31, 2023 is as follows: (in thousands, except per share data): Number of Shares Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (in thousands) Balances—December 31, 2022 28,537,127 $ 5.75 $ 95,599 Granted 16,542,324 $ 6.67 Vested ( 11,696,228 ) $ 5.18 Forfeited ( 2,306,524 ) $ 6.26 Balances—December 31, 2023 31,076,699 $ 6.41 $ 206,660 The total fair value of RSUs vested for the years ended December 31, 2023, 2022 and 2021 was $ 60.6 million, $ 36.0 million and $ 0.2 million, respectively. On December 16, 2021, the Company’s Board of Directors approved a performance-based bonus program under which RSUs were awarded in connection with the achievement of specified goals to be achieved in 2022 (“2022 Bonus Plan”). The RSUs awarded under 2022 Bonus Plan vested on January 1, 2023 and are included in Restricted Stock Units activity for the year ended December 31, 2023. On February 27, 2023, the Company’s Compensation Committee of the Board of Directors ("Compensation Committee") approved a performance-based bonus program under which RSUs will be awarded in connection with the achievement of specified goals in 2023 ("2023 Bonus Plan"). The RSU awards will be granted when the achievement of each goal is approved by the Compensation Committee in 2023, and the RSUs will vest in equal installments in each of January, February, March and April 2024 provided the employee or consultant continues to be a service provider through the relevant vesting dates. The target bonus opportunity is equal to 30 % of the employee’s base salary as of the applicable grant date, with stretch bonus goals that are one-third higher than the target amounts unless otherwise established by the Compensation Committee. 75 Table of Contents In accordance with ASC 718 Compensation - Stock Compensation, awards under 2023 Bonus Plan and 2022 Bonus Plan are classified as a liability until such time that the respective milestones are met, at which point the liability is reclassified to equity. If it is determined that the milestone cannot be met, the liability will be reversed. In June 2023, the Compensation Committee approved long-term incentive performance-based RSU awards ("LTI Awards") to certain employees of the Company. The LTI Awards vest in a single installment on June 21, 2026, provided that (i) certain performance conditions are met on or prior to that date and (ii) the employee continues to be a service provider through the vesting date. The Company considers the probability of achieving each of the performance goals at the end of each reporting period and recognizes expense over the requisite service period when achievement of the goal is determined to be probable, and adjusts the expense if the probability of achieving the goal later changes. The Company recorded stock-based compensation expense of $ 31.3 million for the year ended December 31, 2023, in relation to 2023 Bonus Plan and LTI awards. The Company recorded stock-based compensation expense of $ 18.0 million for the year ended December 31, 2022, in relation to the 2022 Bonus Plan. Employee Stock Purchase Plan On August 10, 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”). Under the 2021 ESPP, participating employees may be offered the option to purchase shares of the Company’s Common Stock at a purchase price which equals 85 % of the fair market value of the Company’s common stock on the enrollment date or on the exercise date, whichever is lower. The number of shares of common stock available for issuance under the 2021 ESPP will be increased on the first day of each fiscal year beginning on January 1, 2022, in an amount equal to the lesser of (i) a number of shares of common stock equal to half percent ( 0.5 %) of the total number of shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (ii) such number of shares determined by the Company’s Board of Directors. On December 31, 2023, the number of shares available for issuance under 2021 ESPP was 10,906,307 . On January 1, 2024, the number of shares available for issuance under 2021 ESPP increased by 3,491,310 shares. During the year ended December 31, 2023, the Company issued 1,881,109 shares under the 2021 ESPP. The stock-based compensation expense recognized for the 2021 ESPP was $ 3.7 million and $ 0.4 million for the year ended December 31, 2023 and 2022, respectively. The assumptions in the Black-Scholes option-pricing models used to determine the fair value of 2021 ESPP awards granted during the year ended December 31, 2023, were as follows: Year Ended December 31, 2023 2022 Expected volatility 58.5 % - 85.1 % 69.1 % - 83.9 % Expected dividend yield — % — % Expected term (in years) 0.5 - 1.0 0.5 - 1.0 Risk-free interest rate 4.9 % - 5.4 % 4.5 % - 4.6 % Expected volatility - We estimate the expected volatility of our common stock on the date of grant based on the historical stock price volatility of our own common shares within the same length of period as the expected term. Risk-free interest rate - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the awards. Expected dividend yield - The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock. Expected term - The expected term represents the period these stock awards are expected to remain outstanding and is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior. 76 Table of Contents Stock-based compensation expense The following sets forth the total stock-based compensation expense for the Company’s stock options included in the Company’s consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Research and development expenses $ 73,160 $ 49,713 $ 19,426 Selling, general and administrative expenses 20,476 19,357 7,506 Total stock-based compensation expense $ 93,636 $ 69,070 $ 26,932 As of December 31, 2023, total unrecognized compensation cost related to stock awards was $ 200.0 million to be recognized over a weighted average remaining requisite service period of approximately 2.6 years. Shares subject to repurchase The Company allows certain option holders to exercise unvested options to purchase shares of common stock. Common shares received from such early exercises are subject to a right of repurchase at the original issuance price. The Company’s repurchase right with respect to these shares lapses as the shares vest. These awards are typically subject to a vesting period of six years . As of December 31, 2023 and 2022, 1,988,511 and 3,923,509 shares, respectively, were subject to repurchase at a weighted average price of 0.09 per share and $ 0.10 per share, respectively, and $ 0.2 million and $ 0.4 million, respectively, was recorded within the other non-current liabilities on the Company’s consolidated balance sheets. In addition, upon completion of the Reverse Recapitalization 2,677,200 Series C Preferred shares which were subject to time-based vesting conditions were converted to restricted common shares. As of December 31, 2023 and 2022, the number of such shares that were subject to repurchase was 1,561,599 and 2,007,595 . Note 15. Income Taxes The components of loss before taxes are as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ ( 506,243 ) $ ( 249,550 ) $ ( 184,183 ) International ( 6,668 ) ( 8,401 ) ( 6,678 ) Loss before income taxes $ ( 512,911 ) $ ( 257,951 ) $ ( 190,861 ) The provision for income taxes is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Current Federal $ — $ — $ — State 6 7 1 Foreign 133 85 6 Total current provision 139 92 7 Deferred Federal — — ( 7,917 ) State — — ( 2,627 ) Total deferred benefit — — ( 10,544 ) Total provision (benefit) $ 139 $ 92 $ ( 10,537 ) 77 Table of Contents A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 2022 2021 % % % Tax at federal statutory rate ( 21.0 ) % ( 21.0 ) % ( 21.0 ) % State taxes, net of federal benefit ( 1.6 ) % ( 9.1 ) % ( 7.3 ) % Permanent differences 16.8 % ( 6.3 ) % ( 0.1 ) % Change in valuation allowance 9.0 % 41.8 % 27.9 % Tax credits ( 3.2 ) % ( 5.4 ) % ( 5.0 ) % Effective income tax rate 0.0 % 0.0 % ( 5.5 ) % Significant components of the Company’s net deferred tax assets as of December 31, 2023, 2022 and 2021 (in thousands): December 31, 2023 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 138,735 $ 161,239 $ 124,591 Research and development credits 55,492 36,886 22,995 Accruals and reserves 2,479 148 518 Property and equipment 3,110 4,260 1,362 Stock-based compensation 16,396 14,416 4,651 Goodwill 4,311 4,920 3,819 Intangibles 2,234 900 355 Lease Liability 664 600 — Capitalized R&D 88,985 42,676 — Total deferred tax assets 312,406 266,045 158,291 Valuation allowance ( 295,740 ) ( 249,382 ) ( 141,618 ) Net deferred tax assets 16,666 16,663 16,673 Deferred tax liabilities Contractual agreement ( 16,666 ) ( 16,663 ) ( 16,673 ) Total deferred tax liabilities ( 16,666 ) ( 16,663 ) ( 16,673 ) Net deferred tax assets $ — $ — $ — In connection with the acquisition of Uber Elevate on January 11, 2021, a deferred tax liability was established for the book versus tax basis difference associated with the contractual agreement asset (Note 6). This deferred tax liability created an additional source of income to realize the Company's deferred tax assets. As the Company continues to maintain a full valuation allowance against its net deferred tax assets, this additional source of income resulted in a corresponding release of the Company’s previously recorded valuation allowance against its net deferred tax assets. Consistent with the applicable guidance, this release of the valuation allowance was recorded in the consolidated statements of operations as an income tax benefit. 78 Table of Contents The following shows the changes in the gross amount of unrecognized tax benefits as follows (in thousands): Year Ended December 31, 2023 2022 2021 Unrecognized tax benefits, beginning of the year $ 14,571 $ 8,518 $ 4,995 Increases related to prior year tax positions 684 219 3,523 Decreases related to prior year tax positions ( 1,037 ) — — Increases related to current year tax positions 6,023 5,834 — Unrecognized tax benefits, end of year $ 20,241 $ 14,571 $ 8,518 The Company has adopted the accounting policy that interest and penalties recognized are classified as part of its income taxes. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. Due to the full valuation allowance at December 31, 2023, current adjustments to the unrecognized tax benefit will have no impact on our effective income tax rate. Any adjustments made after the valuation allowance is released will have an impact on the tax rate. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the uncertainty of the business in which the Company operates, projections of future profitability are difficult and past operating results are not necessarily indicative of future profitability. Management does not believe it is more likely than not that the deferred income tax assets will be realized; accordingly, a full valuation allowance has been established on net deferred income tax assets. The valuation allowance increased by $ 46.4 million during the year ended December 31, 2023, and by $ 107.8 million during the year ended December 31, 2022. As of December 31, 2023, the Company had federal net operating loss carryforwards (“NOLs”) of $ 608.6 million, of which approximately $ 15.8 million will begin to expire in 2036 and the remainder do not expire. As of December 31, 2022, the Company had federal NOLs of $ 516.2 million of which approximately $ 15.8 million will begin to expire in 2036 and the remainder do not expire. As of December 31, 2023 and 2022, the Company had state NOLs of $ 82.0 million and $ 745.0 million, respectively, that will begin to expire in 2031. In addition, the Company had foreign NOLs of $ 17.1 million and $ 9.9 million as of December 31, 2023 and 2022, respectively. At December 31, 2023, the Company had federal research and development credits of $ 44.9 million and California research and development credits of $ 36.4 million. The federal credits will expire beginning 2036, while California credits have no expiration. At December 31, 2022, the Company had federal research and development credits of $ 28.4 million and California research and development credits of $ 26.1 million. The federal credits will expire beginning 2032, while California credits have no expiration. The federal and state net operating loss and credit carryforwards may be subject to significant limitations under Sections 382 and 383 of the Internal Revenue Code (Code) and similar provisions of state law. These Code sections limit the federal net operating loss and credit carryforwards that may be used in any year in the event of an “ownership change”. A Section 382 “ownership change” generally occurs if one or more shareholders or groups of shareholders, who own at least 5 % of the Company’s stock, increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three years period. The Company may have previously experienced, and may in the future experience, one or more Section 382 “ownership changes”. If so, the Company may lose some or all of the tax benefits of its NOLs and tax credits. The extent of such limitations for prior years, if any, has not been determined. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. As a result of the Company’s net operating loss and credit carryforwards all of its years are subject to federal and state examination. Note 16. Related Party Transactions The Company’s Chief Executive Officer and founder has ownership interests in certain vendors providing services to the Company. The services purchased from these vendors include rent of office space and certain utilities and maintenance services related to the property on which the rented premises are located. Expenses and related payments to these vendors totaled $ 0.6 million, $ 0.7 million and $ 1.3 million during the years ended December 31, 2023, 2022 and 2021, respectively. The Company owed these vendors nil and nil as of December 31, 2023 and 2022, respectively. 79 Table of Contents In addition, the Company entered into certain transactions with SummerBio in the year ended December 2022. These transactions included purchases of COVID-19 testing services for the Company’s employees and certain assets for a total amount of nil , $ 1.3 million and $ 1.6 million during the years ended December 31, 2023, 2022 and 2021, respectively. Toyota Motor Corporation (“Toyota”) is a beneficial owner of more than 10 % of the voting interests of the Company and has the right to designate a director for election to the Company’s Board of Directors. Toyota is developing prototypes and supplying parts and materials for some of the Company’s manufactured subassembly components. The Company made payments to Toyota for these parts and materials totaling $ 1.3 million during the year ended December 31, 2023. Additionally, the Company identified an embedded finance lease within the Company’s purchase and sale agreement with Toyota for subassembly components in the amount of $ 3.8 million as of December 31, 2023. Note 17. Net Loss per Share Attributable to Common Stockholders Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period. Because the Company reported a net loss for 2023 and 2022, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share for those periods presented because the potentially dilutive shares would have been antidilutive if included in the calculation. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net loss attributable to common stockholders $ ( 513,050 ) $ ( 258,043 ) $ ( 180,324 ) Denominator: Weighted-average shares outstanding 647,907,598 585,544,043 294,851,732 Net loss per share attributable to common stockholders, basic and diluted $ ( 0.79 ) $ ( 0.44 ) $ ( 0.61 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, 2023 Common stock warrants 28,783,333 Unvested restricted stock awards 1,561,599 Unvested restricted stock units 31,076,699 Unvested early exercised common stock options 1,988,511 Options to purchase common stock 13,574,585 Total 76,984,727 Year Ended December 31, 2022 2021 Common stock warrants 28,783,333 28,783,333 Unvested restricted stock awards 2,007,595 3,029,781 Unvested restricted stock units 28,537,127 10,032,870 Unvested early exercised common stock options 3,923,509 6,454,354 Options to purchase common stock 17,093,447 20,807,198 Earnout Shares 17,130,000 17,130,000 Total 97,475,011 86,237,536 80 Table of Contents Note 18. Subsequent Events The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued. The Company did not identify any subsequent events or transactions that would have required adjustment or disclosure in the financial statements. 81 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures None.