Joby Aviation, Inc. 8-K

What Happened
Joby Aviation filed an 8-K (dated June 30, 2026) reporting that its wholly owned subsidiary Joby Aero, Inc. and Toyota Motor Corporation jointly incorporated Joby Toyota Aero Manufacturing Preparation Company (JTAMPC) under a stockholders agreement dated June 29, 2026 to manufacture Joby’s S4 Series eVTOL aircraft. Under related purchase agreements, Joby will buy 980,000 shares of JTAMPC for $980,000 (49% ownership) and Toyota will buy 1,020,000 shares for $1,020,000 (51% ownership). JTAMPC will be governed by a five‑member board (two directors designated by Joby and three by Toyota, subject to ownership thresholds). The parties agreed to negotiate an Exclusive Manufacturing Supply Agreement and other “Future Agreements” governing manufacturing, IP licenses, and commercial terms prior to a defined First Funding Milestone.

Key Details

• Formation date and filing: Stockholders agreement dated June 29, 2026; Form 8-K filed June 30, 2026.
• Ownership and purchase amounts: Joby 49% ($980,000); Toyota 51% ($1,020,000).
• Governance and approvals: 5‑member board (2 Joby, 3 Toyota); certain significant actions require prior approval from each stockholder while specific ownership thresholds apply.
• Funding and milestones: JTAMPC requires Mandatory Capital Contributions upon achievement of funding milestones; non‑defaulting stockholders may fund a default and receive the defaulting party’s shares.
• Contracts and IP: Expected Exclusive Manufacturing Supply Agreement to grant JTAMPC exclusive manufacturing rights for the S4 Series (with limited exceptions), royalty‑free manufacturing IP licenses to Joby, and Toyota licenses for manufacturing IP (one royalty‑bearing license expected to be immaterial).
• Conditional items: Execution of the Future Agreements is required before an Amended Stockholders Agreement and is tied to satisfying Section 5(j) of the A&R SPA — a closing condition for Toyota’s second $250 million tranche under the A&R SPA. Governmental approvals (e.g., HSR, CFIUS) may be required.

Why It Matters
This agreement creates a dedicated JV to manufacture Joby’s S4 Series, formalizing Toyota’s operational role and investment in production. For investors, the arrangement could affect Joby’s production capabilities and the timeline to scale manufacturing, while Toyota’s second $250 million tranche under the prior A&R SPA is contingent on the Future Agreements—so delivery of those agreements matters for near‑term funding. The milestone funding and default provisions also create mechanisms that can shift ownership stakes if a party fails to fund future capital calls. Finally, required regulatory reviews (HSR, CFIUS) and several termination and cure rights mean timing and final terms remain subject to negotiation and approvals.