What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-27 · 197 added, 259 removed, 964 unchanged (32% of the section changed)

12 unchanged sentences

Summary of Significant Accounting Policies

Reverse Recapitalization

Fair Value Measurements

1 unchanged sentence

Commitments and Contingencies

Redeemable Convertible Preferred Stock

Stock Warrants and Earnout Shares

1 unchanged sentence

Revenue Recognition

Stock-based Compensation

Note 1 1 Stock-based Compensation

Related Party Transactions

Net Loss per Share Attributable to Common Stockholders

Segment Reporting

Subsequent Events

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Joby Aviation, Inc.

To the shareholders 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").

and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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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

Accounting for Stock Purchase Agreement — Refer to Note 9 to the consolidated 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.

On October 1, 2024, the Company entered into a Stock Purchase Agreement (the “SPA”) providing for the issuance and sale by the Company to Toyota Motor Corporation of up to an aggregate of 99,403,579 shares of common stock at a purchase price of $5.03 per share.

The SPA is structured in two equal tranches of $250.0 million each.

The closing of each tranche is subject to the satisfaction of certain closing conditions set forth in the SPA, which include the parties negotiating and entering into various agreements and obtaining regulatory approvals.

We identified management’s accounting evaluation and conclusion on whether the SPA is recognized for accounting purposes as of December 31, 2024, as a critical audit matter.

This required a high degree of auditor judgment and an increased extent of effort, including the evaluation of management’s assertions regarding if the SPA is contractually binding or legally enforceable prior to the satisfaction of the SPA closing conditions associated with each tranche.

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.

Our audit procedures related to management’s accounting evaluation and conclusion on whether the SPA is recognized for accounting purposes as of December 31, 2024, included the following, among others:

• We tested the effectiveness of the control over management’s review of complex non-routine transactions that includes the SPA.

• We evaluated management’s accounting evaluation and conclusion on whether the SPA is recognized for accounting purposes as of December 31, 2024.

• We evaluated the assertions and assumptions made by management supporting if the SPA is contractually binding or legally enforceable prior to the satisfaction of the SPA closing conditions, including inquiries and consideration of evidence from the Company’s legal counsel.

• We evaluated the Company’s disclosures related to the SPA for conformity with the relevant requirements under accounting principles generally accepted in the United States of America (“U.S.

/s/ Deloitte & Touche LLP

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Joby Aviation, Inc.

To the shareholders and the Board of Directors of Joby Aviation, Inc.

Opinion on Internal Control over Financial Reporting

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Total cash, cash equivalents and short-term investments 932,851 1,032,250

Restricted cash — 3,204

Other receivables 16,044 4,659

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Loss from operations ( 596,754 ) ( 472,094 ) ( 392,203 )

Interest and other income (loss), net 45,561 16,787 ( 1,278 )

Interest and other income, net 42,822 45,561 16,787

Income from equity method investment — — 19,463

Transaction expenses related to merger — — ( 9,087 )

Gain (loss) from change in fair value of warrants and earnout shares ( 53,973 ) ( 86,378 ) 98,002

Convertible note extinguishment loss — — ( 665 )

Total other income (loss), net ( 11,151 ) ( 40,817 ) 134,252

Loss before income taxes ( 607,905 ) ( 512,911 ) ( 257,951 )

Income tax expense (benefit) 139 92 ( 10,537 )

Income tax expense 129 139 92

Net loss $ ( 608,034 ) $ ( 513,050 ) $ ( 258,043 )

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

Redeemable Convertible

Preferred Stock Common Stock Additional

Common Stock Additional

Capital Accumulated

1 unchanged sentence

Comprehensive

Gain (Loss) Total

Income (Loss) Total

Stockholders’

Equity (Deficit)

Shares Amount Shares Amount

Shares Amount

Balance at January 1, 2022 604,174,329 $ 60 $ 1,793,431 $ ( 476,610 ) $ ( 122 ) $ 1,316,759

1 unchanged sentence

Other comprehensive loss — — — — ( 8,724 ) ( 8,724 )

Issuance of redeemable convertible preferred stock 11,601,210 77,619 — — — — — —

Issuance of common stock upon exercise of stock options 2,532,788 — 1,530 — — 1,530

Repurchase of common stock — — ( 138,291 ) — — — — —

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

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, 2022 622,602,815 $ 61 $ 1,908,179 $ ( 734,653 ) $ ( 8,846 ) $ 1,164,741

Net loss — — — ( 513,050 ) — ( 513,050 )

Other comprehensive loss — — — — — — ( 8,724 ) ( 8,724 )

Other comprehensive income — — — — 8,366 8,366

Issuance of common stock upon exercise of stock options 2,923,022 3 1,907 — — 1,910

1 unchanged sentence

Issuance of common stock in private placement 59,160,449 6 279,893 — — 279,899

Shares withheld related to net share settlement — — ( 13,041 ) — ( 85 ) — — ( 85 )

Vesting of early exercised stock options — — — — 326 — — 326

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

3 unchanged sentences

Issuance of common stock upon exercise of stock options 3,367,232 1 1,474 — — 1,475

Issuance of common stock in private placement — — 59,160,449 6 279,893 — — 279,899

Issuance of common stock in at-the-market public offering, net of commission and offering expenses of $ 4,183

16,158,784 2 128,834 — — 128,836

Issuance of common stock in underwritten public offering, net of commission and offering expenses of $ 10,446

46,000,000 5 221,849 — — 221,854

Issuance of common stock upon vesting of restricted stock units 14,467,566 — — — — —

Issuance of common stock under Employee Stock Purchase Plan 2,600,522 11,200 — — 11,200

Issuance of common stock in acquisition 3,320,235 9,472 — — 9,472

Vesting of early exercised stock options and common stock issued in private placement — — 424 — — 424

12 unchanged sentences

Depreciation and amortization expense 35,572 30,493 23,995

Non-cash interest expense and amortization of debt costs — — 2,893

Stock-based compensation expense 104,446 93,636 69,072

Other non-cash compensation expense — — 5,046

(Gain)/loss from change in the fair value of warrants and earnout shares 53,973 86,378 ( 98,002 )

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 )

Net accretion and amortization of investments in marketable debt securities ( 15,821 ) ( 20,202 ) ( 5,237 )

Deferred income taxes — — ( 10,544 )

Changes in operating assets and liabilities

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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

Underwritten public offering gross proceeds 232,300 — —

Underwritten public offering commission and offering expenses ( 10,446 ) — —

At-the-market public offering gross proceeds 133,019 — —

At-the-market public offering commission and offering expenses ( 4,183 ) — —

Proceeds from issuance of common stock in private placement, net — 280,110 60,060

12 unchanged sentences

Unpaid property and equipment purchases $ 6,536 $ 1,769 $ 3,553

Property and equipment purchased through finacing leases $ 5,221 $ 694 $ 926

Property and equipment purchased through financing leases $ 2,537 $ 5,221 $ 694

Right-of-use assets acquired through operating leases $ 5,115 $ 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

Net non-cash assets acquired $ 9,472 $ — $ —

The accompanying notes are an integral part of these consolidated financial statements.

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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.

2 unchanged sentences

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.

1 unchanged sentence

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

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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.

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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

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.

Among the risks are changes in existing income tax and other laws, possible limitations on foreign investment and income repatriation, government pricing or foreign exchange controls, and restrictions on currency exchange.

Summary of Significant Accounting Policies

3 unchanged sentences

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.

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.

Foreign Currency

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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.

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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

$ 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.

At December 31, 2024 and 2023, restricted cash primarily related to a security deposit for a lease obligation of approximately $ 0.8 million.

Marketable Debt Securities

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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).

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.

11 unchanged sentences

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.

The Company recognized income of $ 0.0 , $ 0.0 and $ 19.5 million for the years ended December 31, 2024, 2023 and 2022, respectively, within income from equity method investment on the consolidated statement of operations for its investment in SummerBio.

Property and Equipment, net

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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.

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.

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(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.

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.

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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”).

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.

71 unchanged sentences

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).

Recently Adopted Accounting Pronouncements

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 December 15, 2023, and for interim periods beginning after December 15, 2024.

The Company adopted the ASU 2023-07 in the fourth quarter of 2024.

The adoption had a disclosure only impact on the Company’s consolidated financial statements (Note 15).

New Accounting Pronouncements Not Yet Adopted

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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.

For public business entities, the

guidance is effective for annual periods beginning after December 15, 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):

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.

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires public entities to disclose in the notes to financial statements, of specified information about certain costs and expenses.

The guidance applies to all public entities and is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company expects the adoption to have a disclosure only impact on its consolidated financial statements.

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.

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.

Fair Value Measurements

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Changes in fair value of Level 3 liabilities are recorded in total other income (loss), net, in the consolidated statements of operations.

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):

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 (in thousands):

December 31, 2024

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There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the years ended December 31, 2024 and 2023.

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):

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 statement of operations, of the Company’s Level 3 financial liabilities (in thousands):

Earnout Shares Liability Common stock warrant liabilities (Delta)

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2022 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”).

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)

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 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.

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

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.

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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 .

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.

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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.

2024 Acquisitions

On May 31, 2024, the Company completed the acquisition of certain assets of an aerospace company that develops modular autonomy technology for aviation in exchange for 1,944,990 shares of the Company’s common stock with an aggregate acquisition date fair value of $ 9.5 million.

The transaction is expected to contribute to development of autonomous capabilities of the Company’s aircraft and to accelerate the execution of the Company’s contract deliverables with the U.S.

Department of Defense.

The acquisition was accounted for as a business combination as the assets acquired constituted a business in accordance with ASC 805 Business Combinations .

As part of the acquisition, the Company also issued 1,375,245 shares of the Company common stock subject to lock-up period of twelve month following the acquisition date (“Holdback Equity”).

The number of shares of Holdback Equity to be released at the end of the lock-up period depends on the continuing employment of selected employees of the aerospace company, whose employment transitioned to the Company as a result of the acquisition, and the weighted volume average price of the Company’s common stock at the end of the lock-up period.

The number of shares of Holdback Equity to be released may additionally be reduced to satisfy certain indemnification obligations, if any, of the seller.

The Company accounted for the Holdback Equity under ASC 718 Compensation — Stock Compensation as a compensation arrangement separate from the business combination and will recognize $ 8.7 million as stock-based compensation expense over the lock-up period, commencing on the acquisition date.

The purchase consideration of $ 9.5 million was preliminarily allocated to $ 7.4 million of total intangible assets comprising of $ 6.9 million of acquired developed technology and $ 0.5 million of contractual assets, $ 1.6 million of acquired fixed assets comprising of aircraft, related equipment and other long lived assets, $ 0.3 million of acquired goodwill, and $ 0.2 million of acquired current assets.

The acquired goodwill is not tax deductible.

It represents the excess of the purchase consideration over the aggregate preliminary fair value of identifiable assets acquired at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition.

The fair values of the acquired assets are still provisional and subject to change within the measurement period.

The final determination of the fair values of the acquired assets is expected to be completed as soon as practicable, but no later than one year from the acquisition date.

Balance Sheet Components

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System simulation software technology 4,600 4,600

Developed technology 6,900 —

Other intangibles 1,485 5,328

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As of December 31, 2024 the weighted-average amortization period of intangible assets was 2.02 years.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of December 31, 2023 (in thousands):

The following table presents the estimated future amortization expense of acquired amortizable intangible assets (in thousands):

Fiscal Year December 31, 2024

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Vendor related accruals $ 20,026 $ 11,391

Payroll accruals including performance related stock based compensation 16,265 5,992

Payroll accruals 6,619 16,265

Contract liabilities under contracts with customers 5,161 2,534

Deferred research and development credits 1,712 3,633

Acquisition-related obligation accrual — 2,167

Other accruals and current liabilities 5,324 3,995

Total $ 38,842 $ 37,818

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

Total payable amount 395

current portion of tenant improvement loan ( 310 )

Noncurrent portion of tenant improvement loan, net $ 85

The Company leases various office and research and development facilities under operating lease agreements that expire at various dates through October 2050.

The Company leases various office and research and development facilities under operating lease agreements that expire at various dates through October 2073 and generally contain periodic rent increases and various renewal and termination options.

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.

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 2024, 2023 and 2022 was $ 7.7 million, $ 7.0 million and $ 5.9 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.

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):

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Finance leases 7.5 % 7.7 %

Maturities of lease liabilities as of December 31, 2023 were as follows:

Interest rates for the finance leases have ranged from 4.0 % to 15.0 % per annum.

Maturities of lease liabilities were as follows:

December 31, 2024

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Total lease liabilities $ 31,209 $ 6,438

The table below presents certain information related to the lease costs for the year ended December 31, 2023:

The table below presents certain information related to the lease costs:

Year Ended December 31,

2024 2023 2022

Operating lease cost $ 6,613 $ 5,760 $ 5,640

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Variable lease cost (1)

2,579 2,414 1,235

Total lease cost $ 13,951 $ 11,822 $ 8,880

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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 )

Operating cash flows used for operating leases $ ( 6,446 ) $ ( 5,559 )

Operating cash flows used for finance leases $ ( 389 ) $ ( 243 )

Finance cash flows used for finance leases $ ( 2,156 ) $ ( 583 )

Right-of-use assets obtained in exchange for lease obligations:

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The Company did not record any liabilities in connection with these possible obligations as of December 31, 2024 and 2023.

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.

Stock Warrants and Earnout Shares

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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.

During the year ended December 31, 2024, 243 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.

The Private Warrant liability was remeasured to fair value as of December 31, 2024, 2023 and 2022, resulting in a loss of $ 9.2 million and a loss of $ 8.5 million and a gain of $ 12.4 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.

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.

The public warrant liability was remeasured to fair value based upon the market price as of December 31, 2024, 2023 and 2022, resulting in a loss of $ 13.7 million and a loss of $ 12.8 million and a gain of $ 18.6 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

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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.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized a loss related to the change in the fair value of the Earnout Shares Liability of $ 21.4 million and a loss of $ 51.9 million and

a gain of $ 65.8 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:

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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.

The Delta Warrant’s liability was remeasured to fair value as of December 31, 2024, 2023 and 2022 resulting in a loss of $ 9.5 million and 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:

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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.

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, 2024 and 2023, there were no preferred stock issued and outstanding.

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Total common stock reserved 164,199,470 154,106,277

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.

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

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.

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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.

On October 28, 2024, the Company issued 46,000,000 shares of common stock at a price of $ 5.05 per share in a underwritten public offering for net proceeds of $ 221.8 million, after deducting commission and offering expenses payable by the Company of $ 10.4 million.

In December 2024, the Company entered into an Equity Distribution Agreement with Morgan Stanley & Co.

LLC and Allen & Company LLC, under which the Company may offer and sell, from time to time at its sole discretion, up to an aggregate of $ 300,000,000 of its common stock in an “at-the-market” offering (the “ATM Offering”).

During the year ended December 31, 2024, the Company sold 16,158,784 shares of its common stock under the ATM Offering, at a weighted-average gross sales price of $ 8.23 per share.

Net proceeds of the ATM Offering during the year ended December 31, 2024, were $ 128.8 million after deducting $ 4.2 million in commissions and expenses .

As of December 31, 2024, $ 167.0 million of common stock remain available for sale under the ATM Offering.

On October 1, 2024, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) by and between the Company and Toyota Motor Corporation (the “Toyota”) providing for the issuance and sale by the Company to Toyota in a private placement of up to an aggregate of 99,403,579 shares of common stock, par value $ 0.0001 per share, at a purchase price of $ 5.03 per share, upon the terms and conditions set forth in the Stock Purchase Agreement (the “Toyota Private Placement”).

The Toyota Private Placement is structured in two equal tranches of $ 250.0 million each.

The closing of each tranche is subject to the satisfaction of certain closing conditions set forth in the Stock Purchase Agreement.

The first tranche (the “Initial Closing”) is subject to conditions including, but not limited to:

(i) the satisfaction of certain regulatory approvals or

clearances, including with respect to the Committee on Foreign Investment in the United States and under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

(ii) the adoption of certain changes to the provisions of the Company’s amended and restated bylaws concerning the ownership of common stock by non-citizens of the United States (the “Foreign Ownership Requirement”);

(iii) the authorization by the Company’s board of directors of certain changes to Article XIV of the Company’s amended and restated certificate of incorporation concerning the Foreign Ownership Requirement (the “Charter Amendment”), subject to approval by the stockholders of the Company at the Company’s annual meeting in 2025;

(iv) the execution of an amendment and restatement of the Amended and Restated Collaboration Agreement, dated August 30, 2019, between the Company and Toyota (“Restated Collaboration Agreement”);

(v) the execution of a services agreement by the Company and Toyota (“Services Agreement”);

and (vi) certain other customary closing conditions.

The second tranche (the “Additional Closing”) is subject to conditions including, but not limited to:

(i) the execution of a strategic alliance agreement relating to, among other things, manufacturing arrangements, by the Company and Toyota (“Strategic Alliance Agreement”);

(ii) the approval of the Charter Amendment by the stockholders of the Company at the Company’s annual meeting in 2025;

and (iii) certain other customary closing conditions.

The agreements to be entered into in connection with such conditions are subject to the receipt of regulatory approvals, the parties negotiating and entering into definitive agreements and the conditions included within the applicable definitive documents.

The Company evaluated the terms of the Stock Purchase Agreement and concluded that it does not represent a financial instrument, as defined under U.S.

GAAP, until the Restated Collaboration Agreement and Services Agreement for the first tranche and the Strategic Alliance Agreement for the second tranche (together the “Commercial Agreements”) are executed by the Company and Toyota.

The execution of the Commercial Agreements, which are subject to negotiation and finalization between the Company and Toyota, did not occur as of December 31, 2024.

Revenue Recognition

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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.

Flight services revenue primarily includes consideration for the Company’s performance of customer directed flights and on-base operations for various U.S.

Department of Defense agencies (“DOD”).

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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).

The timing of performance may differ from the timing of the customer’s payment or the Company’s right to receive payment, which results in the recognition of a contract asset or a contract liability.

A contract asset exists when the Company has satisfied a performance obligation in 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.

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There were no contract assets and receivables from the customers as of December 31, 2024, and 2023.

There was no revenue from contracts with the customers during the years ended December 31, 2022, and 2021.

There was no revenue from contracts with the customers during the year ended December 31, 2022.

Contract liabilities represents payments by customers in advance of receiving the Company’s flight services, see table below (in thousands).

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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 .

If an incentive stock option (“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.

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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 .

Generally, RSUs granted under the 2016 Plan have a six years vesting period.

On August 10, 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”).

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Stock Options Activity

The summary of stock option activity for the year ended December 31, 2023 is as follows:

The summary of stock option activity is as follows:

Stock Option Activity Number of

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Balances—December 31, 2023 13,574,585 $ 0.70 6.15 $ 80,736

Additional shares authorized

Options canceled and forfeited ( 297,063 ) $ 1.01

Repurchases —

Options granted —

Options exercised ( 3,390,060 ) $ 0.53

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Vested and expected to vest 9,887,462 $ 0.75 5.09 $ 72,936

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.

Options exercisable 7,275,319 $ 0.65 4.92 $ 54,431

No options were granted in the years ended December 31, 2024, 2023 and 2022.

The total intrinsic value of options exercised was $ 18.0 million, $ 15.2 million and $ 12.0 million respectively, during the years ended December 31, 2024, 2023 and 2022.

Restricted Stock Units

A summary of RSU activity for the year ended December 31, 2023 is as follows:

A summary of RSU activity is as follows:

(in thousands, except per share data):

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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.

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.

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 were awarded in connection with the achievement of specified goals in 2023 (“2023 Bonus Plan”).

The RSU awards were granted when the achievement of each goal was approved by the Compensation Committee in 2023, and the RSUs vested in equal installments in each of January, February, March and April 2024 provided the employee or consultant continued to be a service provider through the relevant vesting dates.

The target bonus opportunity was 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.

In accordance with ASC 718 Compensation - Stock Compensation , awards under 2023 Bonus Plan were classified as a liability until such time that the respective milestones were met, at which point the liability was reclassified to equity.

If it was determined that the milestone could not be met, the liability was reversed.

On February 12, 2024, the Compensation Committee approved a performance-based program under which RSUs are awarded.

Each RSU represents the right to receive, upon vesting, up to 1.25 shares of the Company’s common stock, based on the achievement of certain specified objectives tied to five goals during 2024 (“2024 Bonus Plan”).

Each goal has criteria for achievement of a minimum, target or maximum achievement level, expressed as a percentage, and the amount of the awards that will vest is calculated by summing the actual achievement percentages as of December 31, 2024.

maximum possible amount that will vest is 125 %.

If exactly the minimum or target levels are achieved, 45 % and 100 % of the awards, respectively, will vest.

The RSUs awarded under the 2024 Bonus Plan will vest in equal installments on each of January 14, 2025, February 10, 2025, March 4, 2025 and April 7, 2025, subject in each case to the participant’s continued status as a service provider through respective vesting date.

In accordance with ASC 718 Compensation - Stock Compensation , the Company has determined that 2024 Bonus Plan awards are equity awards with performance condition, and classified them as equity.

In June 2023, the Compensation Committee approved long-term incentive performance-based RSU awards (“LTI Awards”) to certain employees of the Company.

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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.

On February 12, 2024, the Compensation Committee approved a long-term performance-based RSU awards (“LPA Awards”) to certain employees of the Company.

The LPA Awards have the same performance conditions as the awards granted under the 2024 Bonus Plan and will vest in three equal annual installments on the anniversary of the grant date, provided that performance conditions are satisfied and the employee continues to be a service provider through the respective vesting dates.

In accordance with ASC 718 Compensation - Stock Compensation , Management has determined that these LPA awards are equity awards with performance and service conditions, and classified them as equity.

The Company recorded stock-based compensation expense in relation to its Bonus Plans and LTI awards of $ 18.1 million, $ 31.3 million and $ 18.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Employee Stock Purchase Plan

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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.

Under the terms of 2021 ESPP, if the closing price of the Company’s shares on the exercise date falls below the closing price of the Company’s shares on the enrollment date for an ongoing offering, the ongoing offering will terminate immediately following the purchase of ESPP shares on the exercise date and participants in the terminated offering would automatically be enrolled in the new offering (“ESPP Reset”), potentially resulting in an additional modification to stock-based compensation expense to be recognized over the new offering period.

Due to the changes in the Company’s stock price, an ESPP Reset occurred in May 2024, resulting in incremental stock-based compensation expense to be recognized over the offering period ending May 2025.

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.

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During the year ended December 31, 2024, the Company issued 2,600,522 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:

The stock-based compensation expense recognized for the 2021 ESPP was $ 6.5 million, $ 3.7 million and $ 0.4 million for the year ended December 31, 2024, 2023 and 2022, respectively.

The assumptions in the Black-Scholes option-pricing models used to determine the fair value of 2021 ESPP awards granted were as follows:

Year Ended December 31,

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As of December 31, 2024 and 2023, 1,154,146 and 1,988,511 shares, respectively, were subject to repurchase at a weighted average price of $ 0.05 per share and $ 0.09 per share, respectively, and $ 0.1 million and $ 0.2 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.

In addition, upon completion of the Reverse Recapitalization 2,677,200 shares of Legacy Joby preferred stock which were subject to time-based vesting conditions were converted to restricted common stock.

As of December 31, 2024 and 2023, the number of such shares that were subject to repurchase was 1,114,380 and 1,561,599 .

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Federal — — —

State — — ( 2,627 )

Total deferred benefit — — —

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Effective income tax rate 0.0 % 0.0 % 0.0 %

Significant components of the Company’s net deferred tax assets as of December 31, 2023, 2022 and 2021 (in thousands):

Significant components of the Company’s net deferred tax assets (in thousands):

2024 2023 2022

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As of December 31, 2024, the Company had federal net operating loss carryforwards (“NOLs”) of $ 817.6 million, of which approximately $ 1.3 million will begin to expire in 2037 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, 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, 2024 and 2023, the Company had state NOLs of $ 156.2 million and $ 82.0 million, respectively, that will begin to expire in 2032.

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The federal credits will expire beginning 2036, 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.

The realizability of the deferred tax assets is primarily dependent on our ability to generate sufficient taxable income in future periods.

The need for a valuation allowance requires an assessment of both positive and negative evidence when determining whether it is more-likely-than-not that deferred tax assets are recoverable.

Such assessment is required on a jurisdiction-by-jurisdiction basis.

In making such assessment, significant weight is given to evidence that can be objectively verified.

Based on cumulative taxable income, projections for future taxable income, and the timing of reversal of deferred tax liabilities, the Company has recorded a valuation allowance against certain deferred tax assets.

Related Party Transactions

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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.

Expenses and related payments to these vendors totaled $ 0.6 million, $ 0.6 million and $ 0.7 million during the years ended December 31, 2024, 2023 and 2022,

respectively.

The Company owed these vendors $ 0.0 and $ 0.0 as of December 31, 2024 and 2023, respectively.

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.

These transactions included purchases of COVID-19 testing services for the Company’s employees and certain assets for a total amount of $ 0.0 , 0.0 and $ 1.3 million during the years ended December 31, 2024, 2023 and 2022, 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.

The Company made payments to Toyota for these parts and materials totaling $ 0.7 million, $ 1.3 million and $ 0.0 during the years ended December 31, 2024, 2023 and 2022, respectively.

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 $ 4.1 million and $ 3.8 million as of December 31, 2024 and 2023, respectively.

The Company owed Toyota $ 0.0 and $ 0.0 as of December 31, 2024 and 2023, respectively.

Net Loss per Share Attributable to Common Stockholders

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Total 97,475,011

Segment Reporting

The Company has one operating and reportable segment - flight services.

The flight services revenue primarily includes consideration received for our performance of customer-directed flights and on-base operations for various DOD agencies.

The accounting policies of the flight services segment are the same as those described in the summary of significant accounting policies.

Substantially all Company’s fixed assets are located in the United States and all of the Company’s revenue is from the DOD in the United States.

As the Company has a single reportable segment and is managed on a consolidated basis, the measure of segment profit or loss is consolidated net loss as reported in the consolidated statement of operations.

The Company does not have intra-entity sales or transfers.

The significant segment expense categories and amounts for the flight services segment are as follows (in thousands):

Flight services segment

Year Ended December 31, 2024

Flight services $ 136

Operating expenses:

People related costs, excluding stock based compensation expense ( 316,485 )

Stock-based compensation expense ( 104,446 )

Other segment items (1)

Net loss $ ( 608,034 )

(1) Other segment items comprise primarily of depreciation and amortization, materials used in research & development activities, government grants (presented as a reduction of research and development expenses), professional services and other overhead expenses, gain (loss) from change in fair value of warrants & earnout shares, and interest and other income, net.

Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date financial statements were issued.

The Company evaluated subsequent events and transactions that occurred up to the date the 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 .

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data