JOBY · Joby Aviation, Inc.

The filing details the formation of a joint venture between Joby Aviation and Toyota Motor Corporation to manufacture Joby's S4 Series eVTOL aircraft. The new entity, Joby Toyota Aero Manufacturing Preparation Company (JTAMPC), will be 51% owned by Toyota and 49% by Joby, with initial capital contributions of $1.02 million and $0.98 million respectively. The board consists of three Toyota-appointed directors and two Joby-appointed directors, giving Toyota majority control. Toyota has additional approval rights over significant actions like dividends and debt. The parties commit to negotiate future agreements, including an exclusive manufacturing supply agreement, IP licenses, and secondment arrangements. Joby will grant JTAMPC exclusive rights to manufacture the S4 Series and license its intellectual property royalty-free, while Toyota will license its manufacturing IP on a royalty-bearing basis. The joint venture is subject to regulatory approvals under the HSR Act and CFIUS. This agreement marks a strategic manufacturing partnership that leverages Toyota's manufacturing expertise to scale production of Joby's eVTOL aircraft, with Toyota contributing a majority of the initial capital and holding board control.