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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Joby Aviation, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
G65163100 (CUSIP Number) |
Yoshihide Moriyama
Toyota Motor Corporation, 1 Toyota cho, Toyota City
Aichi, M0, 471-8571
81-565-28-2121
Toyota Motor Corporation, 1 Toyota cho, Toyota City
Aichi, M0, 471-8571
81-565-28-2121
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/29/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | G65163100 |
| 1 |
Name of reporting person
TOYOTA MOTOR CORP/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
128,454,401.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
13.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Items 8,10,11* Includes (i) 5,813,286 Common Shares of the Issuer issued to TVF (as defined herein) and (ii) 67,494 Common Shares of the Issuer issued to TVPF (as defined herein). TMC (as defined herein) has voting and dispositive power of the Common Shares held by TVF and TVPF and therefore may be deemed to be the beneficial owner of such Common Shares.
Item 13** This percentage is calculated based upon 983,642,852 Common Shares issued and outstanding of the Issuer as of May 4, 2026 as set forth in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Joby Aviation, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
333 Encinal Street, Santa Cruz,
CALIFORNIA
, 95060. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 ("Amendment") amends and supplements the Statement on Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on August 20, 2021 (the "Original Statement"), as amended and supplemented by Amendment No. 1 to the Statement on Schedule 13D filed by the Reporting Person with the SEC on October 2, 2024 ("Amendment No. 1") and Amendment No. 2 to the Statement on Schedule 13D filed by the Reporting Person with the SEC on May 27, 2025 ("Amendment No. 2" and, together with the Original Statement, Amendment No. 1 and the Amendment, the "Amended Statement"), in each case which relate to the shares of common stock, par value $0.0001 per share (the "Common Shares"), of Joby Aviation, Inc. (the "Issuer" or "Joby"). Except as otherwise described herein, the information contained in the Amended Statement remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Amended Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended solely to amend and restate the list of Covered Persons on Schedule A attached hereto as Exhibit 99.A, which schedule is incorporated into this Item 2 by reference. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On June 29, 2026, and in furtherance of the goals outlined in the Collaboration Agreement, TMC, Joby Aero, Inc., a Delaware corporation and wholly owned subsidiary of Joby ("Joby Aero"), and Joby Toyota Aero Manufacturing Preparation Company, a Delaware corporation ("JTAMPC"), entered into a stockholders agreement (the "Stockholders Agreement"), pursuant to which Joby Aero and TMC incorporated JTAMPC as a joint venture for the purpose of manufacturing Joby's S4 Series eVTOL aircraft. Substantially simultaneously, TMC agreed to purchase an aggregate of $1.02 million in shares of common stock of JTAMPC, representing 51% ownership in JTAMPC, pursuant to a common stock purchase agreement with JTAMPC and Joby Aero. Pursuant to the Stockholders Agreement, TMC is entitled to designate a majority of the directors of JTAMPC and to certain other stockholder rights set forth therein.
The Stockholders Agreement provides that entry into the Stockholders Agreement and the incorporation of JTAMPC do not alone satisfy the closing conditions for the second tranche investment by Toyota under the terms of the A&R Stock Purchase Agreement.
The foregoing summary of the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholders Agreement, which is filed as an exhibit hereto and incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
The aggregate number of Common Shares to which this Amendment relates is 128,454,401 Common Shares as of the date hereof. Based on 983,642,852 Common Shares outstanding (as described in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026), the Common Shares reported on this Amendment represent approximately 13.1% of the Issuer's outstanding Common Shares. Of the 128,454,401 Common Shares to which this Amendment relates, (i) 122,573,621 Common Shares are held of record by TMC, (ii) 5,813,286 Common Shares are held of record by Toyota A.I. Ventures Fund I, L.P., a limited partnership formed under the laws of Delaware ("TVF"), and (iii) 67,494 Common Shares are held of record by Toyota A.I. Ventures Parallel Fund I-A, L.P., a limited partnership formed under the laws of Delaware ("TVPF"). TMC owns 100% of the manager and each of the general partners of both TVF and TVPF. As such, TMC may be deemed to beneficially own 128,454,401 Common Shares as it has voting and dispositive control over the Common Shares held by TVF and TVPF. | |
| (c) | Item 5(c) is hereby amended and restated as follows:
Except as described in this Amendment, no transactions in the Common Shares reported in this Amendment were effected by the Reporting Person during the past 60 days.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 4 summarizes certain provisions of the Stockholders Agreement and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.A Schedule A - List of Covered Persons
99.9 Stockholders Agreement, by and among Joby Toyota Aero Manufacturing Preparation Company, Joby Aero, Inc., and Toyota Motor Corporation, dated June 29, 2026 (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on June 30, 2026 (File No. 001-39524)). https://www.sec.gov/Archives/edgar/data/0001819848/000181984826000378/joby-8kx20260630xexx10_1.htm | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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