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What changed in Joby Aviation, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Joby Aviation, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+300 added−263 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-27)

Top changes in Joby Aviation, Inc.'s 2024 10-K

300 paragraphs added · 263 removed · 227 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

76 edited+21 added−8 removed59 unchanged
Biggest changeOur ESG initiative is organized into three pillars, which, in turn, contain focus areas for our attention and action: • Environmental - Our Environmental pillar is focused on being a good steward of the natural environment through our own operations and the production and development of innovative designs that reduce resource use and energy consumption. • Social - Our Social pillar is focused on promoting diversity, equity, and inclusion, while underpinning all of our activities with a core focus on health and safety. • Governance - Our Governance pillar focuses on upholding our commitment to ethical business conduct, integrity, and corporate responsibility, and integrating strong governance and enterprise risk management oversight across all aspects of our business.
Biggest changeWe underpin all of these activities with a core focus on health and safety. • Governance - We maintain our commitment to ethical business conduct, integrity, and corporate responsibility by integrating strong governance and enterprise risk management oversight across all aspects of our business.
In 2023, we signed an agreement with Road and Transport Authority of Dubai (“RTA”) for Joby to provide air taxi services in Dubai. The RTA agreement includes a roadmap for local approval by the UAE General Civil Aviation Authority that could precede type certification by the FAA.
In 2023, we signed an agreement with Road and Transport Authority of Dubai (“RTA”) for Joby to provide air taxi services in Dubai. The RTA agreement includes a roadmap for local approval by the UAE General Civil Aviation Authority (“GCAA”) that could precede type certification by the FAA.
We also received our Part 145 Repair Station Certificate in February 2024, which qualifies us to perform select aircraft maintenance activities and will lay the foundation for us to perform maintenance, repair, and overhaul services on our eVTOL aircraft once it is certified for commercial operations.
We received our Part 145 Repair Station Certificate in February 2024, which qualifies us to perform select aircraft maintenance activities and will lay the foundation for us to perform maintenance, repair, and overhaul services on our eVTOL aircraft once it is certified for commercial operations.
First, through our acquisition of Elevate we were able to welcome experienced team members from Uber, along with a set of software tools focused on planning and operations the Elevate team had developed over several years.
First, through our 2021 acquisition of Elevate we were able to welcome experienced team members from Uber, along with a set of software tools focused on planning and operations the Elevate team had developed over several years.
It is quiet at takeoff and near silent when flying overhead, which we anticipate will allow us to operate from new skyport locations nearer to where people live and work, in addition to utilizing the more than 5,000 heliport and airport infrastructure facilities already in existence in the U.S.
It is quiet at takeoff and near silent when flying overhead, which we anticipate will allow us to operate from new vertiport locations nearer to where people live and work, in addition to utilizing the more than 5,000 heliport and airport infrastructure facilities already in existence in the U.S.
While there are differentiated approaches to vehicle designs and business models, we believe that our aircraft and vertically-integrated approach offer the greatest long-term prospects to certify and produce the best aircraft to serve our customers and, in turn, to monetize the full value chain from development through operations. 12 Table of Contents
While there are differentiated approaches to vehicle designs and business models, we believe that our aircraft and vertically-integrated approach offer the greatest long-term prospects to certify and produce the best aircraft to serve our customers and, in turn, to monetize the full value chain from development through operations. 13 Table of Contents
By combining the freedom of air travel with the efficiency of our aircraft, we expect to deliver journeys that are up to 5 times faster than driving, and it is our goal to steadily drive down end-user pricing in the years following commercial launch to make the service widely accessible.
By combining the freedom of air travel with the efficiency of our aircraft, we expect to deliver journeys that are up to 10 times faster than driving, and it is our goal to steadily drive down end-user pricing in the years following commercial launch to make the service widely accessible.
Policy Engagements with Decision Makers & Communities Providing a successful air transportation service requires collaboration with local communities to assure the services provide the right solutions in the right locations. We plan to grow our engagement at the state and local levels within the U.S. and with key international partners in the coming years.
Policy Engagements with Decision Makers & Communities Providing a successful air transportation service requires collaboration with local communities to ensure the services provide the right solutions in the right locations. We plan to grow our engagement at the state and local levels within the U.S. and with key international partners in the coming years.
Accordingly, minimizing the volume and characteristics of noise within and above communities has been an important focus for us in order to drive community acceptance. Our aircraft has been designed to minimize noise to allow for operations in and out of new skyports that are nearer to where people want to live and work.
Accordingly, minimizing the volume and characteristics of noise within and above communities has been an important focus for us in order to drive community acceptance. Our aircraft has been designed to minimize noise to allow for operations in and out of new vertiports that are nearer to where people want to live and work.
Close collaboration between design, production and testing teams yield tight, iterative cycles which yield innovative solutions in less time than if we were dependent on outside vendors. We expect this will be a competitive advantage now and in future years as our experience operating the air taxi service will flow into the design of next generation products.
Close collaboration between design, production and testing teams yield tight, iterative cycles, leading to innovative solutions in less time than if we were dependent on outside vendors. We expect this will be a competitive advantage now and in future years as our experience operating the air taxi service will flow into the design of next generation products.
We believe the acquisition of Elevate positions us to make uniquely informed, data-driven decisions in the lead up to commercial launch, as well as accelerating our operational readiness. Additionally, our collaboration agreement with Uber provides for the integration of our aerial ridesharing service into the Uber app across global markets.
We believe this positions us to make uniquely informed, data-driven decisions in the lead up to commercial launch, as well as accelerating our operational readiness. Additionally, our collaboration agreement with Uber provides for the integration of our aerial ridesharing service into the Uber app across global markets.
In addition to the benefits afforded by an all-electric powertrain, we’ve spent substantial engineering resources to reduce the noise signature of the aircraft even further.
In addition to the benefits afforded by an all-electric powertrain, we’ve devoted substantial engineering resources to reduce the noise signature of the aircraft even further.
This has multiple benefits including broadening the reach of new technologies such as electric aviation, improving awareness and social license to operate in communities, extending opportunities to underserved communities, and developing our future workforce.
This has multiple benefits including broadening the reach of new technologies such as electric aviation, improving awareness and acceptance to operate in communities, extending opportunities to underserved communities, and developing our future workforce.
Our preparations for commercial passenger service include forming sector-leading relationships with partners such as Toyota, Uber, Delta Air Lines, and SK Telecom in South Korea, all of whom have invested in Joby, as well as global partners such as ANA Airlines in Japan and the Road and Transport Authority in Dubai.
Our preparations for commercial passenger service include forming sector-leading relationships with partners such as Toyota, Uber, and Delta Air Lines, all of whom have invested in Joby, as well as global partners such as ANA Airlines in Japan and the Road and Transport Authority in Dubai.
We believe this has resulted in an aircraft with best-in-class capabilities across key performance metrics, while reducing 3 Table of Contents reliance on program critical third-party suppliers that add cost to the final product and risk to development and certification schedules.
We believe this has resulted in an aircraft with best-in-class capabilities across key performance metrics, while reducing reliance on program critical third-party suppliers that add cost to the final product and risk to development and certification schedules.
Upon successful completion of this stage, a type certification is issued. With a mature design based on more than 1,000 test flights to date, we are well on our way towards certification and are engaging with the FAA to perform the hard work and testing required to earn FAA type certification.
Upon successful completion of this stage, a type certification is issued. With a mature design based on thousands of test flights to date, we are well on our way towards certification and are engaging with the FAA to perform the hard work and testing required to earn FAA type certification.
We intend to continue to build our intellectual property (“IP”) portfolio with respect to the technologies that we develop and refine. 4 Table of Contents Charging We have developed proprietary charging infrastructure optimized for electric aircraft.
We intend to continue to build our intellectual property (“IP”) portfolio with respect to the technologies that we develop and refine. Charging We have developed proprietary charging infrastructure optimized for electric aircraft.
Additionally, we have 119 issued or allowed patents and 61 pending patent applications related to aerial rideshare technology, such as fleet and infrastructure utilization, routing, air traffic coordination, rideshare software applications, vertiport infrastructure, and ancillary computer technologies.
Additionally, we have over 130 issued or allowed patents and over 65 pending patent applications related to aerial rideshare technology, such as fleet and infrastructure utilization, routing, air traffic coordination, rideshare software applications, vertiport infrastructure, and ancillary computer technologies.
Our high-rate production facility is planned for Dayton, Ohio where we have identified a 140-acre site that has the potential to support significant growth over time, with enough land to build over two million square feet of manufacturing space.
Our high-rate production facility is planned for Dayton, Ohio where we purchased a 40,300 square foot facility in 2024 and have identified a separate 140-acre site that has the potential to support significant growth over time, with enough land to build over two million square feet of manufacturing space.
Our Focus on Sustainable Manufacturing and Safety Our engineering and design standards are designed with the goal of operating in an efficient, safe, sustainable and compliant manner, and encourage us to be leaders in pursuing environmentally friendly production practices.
Our engineering and design standards are designed with the goal of operating in a safe, efficient, sustainable and compliant manner, and encourage us to be leaders in pursuing environmentally friendly production practices.
We have also established relationships with infrastructure providers including fixed base operators of landing sites such as Atlantic Aviation, Helo Holdings, Inc. (“HHI”) and Skyports to facilitate infrastructure development in key markets. Additionally, we have long-standing relationships in research and development with federal government agencies as we evolved our design for the fastest, quietest eVTOL in its class.
We have also established relationships with infrastructure providers including fixed base operators of landing sites such as Atlantic Aviation, Helo Holdings, Inc. (“HHI”) and Skyports to facilitate infrastructure development in key markets. Additionally, we have long-standing relationships in research and development with federal government agencies as we evolved our design. Joby Aero, Inc.
Whether our service is accessed through our own platform, or through a partner app, we will integrate ground transportation providers for the first and last mile with our aerial service, providing a seamless, end-to-end travel experience. We refer to trips that integrate air and ground legs together as ‘multimodal’.
Whether our service is accessed through our own platform, or through a partner app, we will integrate ground transportation providers for the first and last mile with our aerial service, providing a seamless, end-to-end travel experience.
For example, we are working with Aviation High School in New York City to prepare the next generation of aircraft maintenance technicians and aerospace leaders for career opportunities created by the electric age of flight. Our annual employee engagement survey captures team member feedback.
For example, we are working with Aviation High School in New York City to prepare the next generation of aircraft maintenance technicians and aerospace leaders for career opportunities created by the electric age of flight.
Joby Aero, Inc. (“Legacy Joby”) was incorporated in Delaware on November 21, 2016.
(“Legacy Joby”) was incorporated in Delaware on November 21, 2016.
We believe that cities need a new, sustainable mobility solution. Sizable Untapped Market Opportunity Developing sustainable mobility solutions is particularly critical and timely given the threat that climate change poses to our communities and to our planet. According to the U.S. Environmental Protection Agency (“EPA”), the top source of CO2 emissions in the U.S. is the transportation sector.
Sizable Untapped Market Opportunity Developing sustainable mobility solutions is particularly critical and timely given the threat that climate change poses to our communities and to our planet. According to the U.S. Environmental Protection Agency (“EPA”), the top source of CO2 emissions in the U.S. is the transportation sector. Any solution to current and future transportation demands must embrace sustainability.
Certification Type Certification In the U.S., new aircraft designs are required to pass through the rigorous FAA design certification process, known as type certification, before the aircraft can be issued a standard airworthiness certificate to fly in the National Airspace System (“NAS”).
Certification Type Certification In the U.S., new aircraft designs are required to pass through the rigorous FAA design certification process, known as type certification, before the aircraft can be issued a standard airworthiness certificate to fly in the National Airspace System (“NAS”). This is an exacting process that requires extensive ground and in-flight testing with the FAA.
Particularly in a new industry such as Urban Air Mobility, everything from the exacting requirements for an electric air taxi to the experience of end users utilizing new transportation solutions can best be managed with a vertical integration business model.
Particularly in a new industry such as Urban Air Mobility, everything from the exacting certification requirements for an electric air taxi to the individual experience of end users can be better managed with a vertically integrated business model.
Across each of the important activities of high-volume manufacturing, go-to-market strategy and pre-certification operations, we have established strong collaborations and relationships with Toyota, Delta, Uber, SK Telecom and the DOD to help achieve our objectives and de-risk our commercial strategy. Toyota Motor Corporation Toyota has invested nearly $400 million in Joby to date, making Toyota our largest outside investor.
Across each of the important activities of high-volume manufacturing, go-to-market strategy and pre-certification operations, we have established strong collaborations and relationships with Toyota, Delta, Uber, SK Telecom and the DOD to help achieve our objectives and de-risk our commercial strategy.
Our patent filings include 104 issued or allowed patents and 132 pending patent applications relating to our aircraft, its architecture, powertrain, acoustics, energy storage and distribution systems, flight control system and system resiliency, as well as certain additional aircraft configurations and technologies.
We regularly file patent applications and from time to time acquire patents from third parties. Our patent filings include over 135 issued or allowed patents and over 145 pending patent applications relating to our aircraft, its architecture, powertrain, acoustics, energy storage and distribution systems, flight control system and system resiliency, as well as certain additional aircraft configurations and technologies.
Joby expects to participate alongside SKT in Korea’s 2024 K-UAM Grand Challenge, a phased demonstration program designed to foster the adoption of aerial ridesharing in Korea. U.S.
In 2024, Joby participated alongside SKT in Korea’s K-UAM Grand Challenge, a phased demonstration program designed to foster the adoption of aerial ridesharing in Korea, successfully completing the work we set out to do in 2023. U.S.
Given our intent to both manufacture and operate our aircraft, we are developing a comprehensive, vertically-integrated, Enterprise Safety Management System (“SMS”), covering aircraft, manufacturing, operations, maintenance and flight training.
Given our intent to both manufacture and operate our aircraft, we are developing a comprehensive, vertically-integrated, Enterprise Safety Management System (“SMS”), covering aircraft, manufacturing, operations, maintenance and flight training. Through the enterprise approach, SMS interfaces will facilitate the exchange of information to continuously improve the safety of our aircraft and operations.
By building network management software that efficiently sequences multimodal trips, we believe we can provide substantial time savings to travelers while coordinating the development of optimally-located skyport infrastructure.
We refer to trips that integrate air and ground legs together as ‘multimodal.’ By building network management software that efficiently sequences multimodal trips, we believe we can provide substantial time savings to travelers while coordinating the development of optimally-located vertiport infrastructure.
Our telephone number is (831) 201-6700. Our website address is www.jobyaviation.com. The U.S. Securities and Exchange Commission (“SEC”) maintains a website at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Securities and Exchange Commission (“SEC”) maintains a website at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
The measurement model is a combination of vendor content and in-house-developed content led by our Industrial/Organizational Psychologists on the Talent Development & Analytics team. For 2023, we achieved a response rate of 85% and the survey included 48 items capturing 13 key areas of the employee experience. As of January 31, 2024, we had 1,777 employees.
Our annual employee engagement survey captures team member feedback. The measurement model is a combination of vendor content and in-house-developed content led by our Industrial/Organizational Psychologists on the Talent Development & Analytics team. For 2024, we achieved a response rate of 82% and the survey included 49 items capturing 12 key areas of the employee experience.
Any solution to current and future transportation demands must embrace sustainability. Over the past two decades, improvements in lithium-ion batteries and power electronics alongside the ever-increasing performance of microelectronics have enabled the development and deployment of new sustainable energy and transportation solutions. The success of electric ground vehicles has fueled continued investments in improving these technologies.
Over the past two decades, improvements in lithium-ion batteries and power electronics alongside the ever-increasing performance of microelectronics have enabled the development and deployment of new sustainable energy and transportation solutions. The success of electric ground vehicles has fueled continued investments in these technologies. Battery energy densities, in particular, have improved such that application to aviation is now practical.
Developing much of the aircraft in-house has required greater up-front investment, but has also allowed us to develop systems and components that are specifically engineered for their intended applications.
Over that period, we have built a team that is deeply committed to vertically integrated engineering, testing, prototyping and manufacturing. Developing much of the aircraft in-house has required greater up-front investment, but has also allowed us to develop systems and components that are specifically engineered for their intended applications.
According to recent research, the cost of traffic congestion to the U.S. economy alone was more than $190 billion in 2019. The same study found that, in the top 15 metro areas alone, automobile commuters spent an aggregate of nearly 5 billion hours per year in traffic congestion and burned an extra 1.83 billion gallons of fuel.
The same study found that, in the top 15 metro areas alone, automobile commuters spent an aggregate of nearly 5 billion hours per year in traffic congestion and burned an extra 1.83 billion gallons of fuel. New light rail lines can cost more than $100 million per mile in the U.S. and routinely exceed twice that number.
In the long term, digital clearance deliveries, airspace authorizations and automated coordination between service providers and operators may be required to further increase airspace scalability.
Constructs for operating along those routes may include specific airspace corridors like those outlined by the FAA. In the long term, digital clearance deliveries, airspace authorizations and automated coordination between service providers and operators may be required to further increase airspace scalability.
These programs allow us to streamline our manufacturing lines while reducing our impact. 11 Table of Contents With safety as a core value, we emphasize the importance of safety in everything that we do. This includes adherence to safety rules, best practices, and compliance.
Our Focus on Safety and Sustainable Manufacturing With safety as a core value, we emphasize the importance of safety in everything that we do. This includes adherence to safety rules, best practices, and compliance.
The Joby eVTOL is designed to transport a pilot and four passengers at speeds of up to 200 mph with a range of 100 miles. According to our modeling, more than 99% of urban routes in cities such as New York City and Los Angeles are significantly shorter than this, enabling higher utilization through faster turnaround times of our aircraft.
According to our modeling, more than 99% of urban routes in cities such as New York City and Los Angeles are significantly shorter than this, enabling higher utilization through faster turnaround times of our aircraft.
Over more than a decade of development, we have generated broad fundamental patents around the architecture of our aircraft and the core technologies that enable our best-in-class performance.
The innovations that we’ve produced to deliver this best-in-class performance are supported by extensive proprietary intellectual property and defended by a robust patent portfolio. Over more than a decade of development, we have generated broad fundamental patents around the architecture of our aircraft and the core technologies that enable our best-in-class performance.
We believe this makes Toyota a strong collaboration partner as we continue to develop our high-volume manufacturing capabilities. 9 Table of Contents Uber Technologies, Inc. We believe that our partnership with Uber Technologies, Inc. and our acquisition of Uber’s Elevate business, provides us with two important competitive advantages in our go-to-market planning and execution.
We believe that our partnership with Uber Technologies, Inc. and our acquisition of Uber’s Elevate business, provides us with two important competitive advantages in our go-to-market planning and execution.
New light rail lines cost more than $100 million per mile in the U.S. and routinely exceed twice that number. Moving beneath the surface to expand our subway networks is even more expensive, with new subway lines often costing nearly a $1 billion per mile. These ground-based networks can’t scale efficiently, and the costs are prohibitive.
Moving beneath the surface to expand our subway networks is even more expensive, with new subway lines often costing nearly a $1 billion per mile. These ground-based networks cannot scale efficiently, and the costs are prohibitive. We believe that cities need a new, sustainable mobility solution.
We believe that our collaboration with Toyota has provided and continues to provide us with a significant competitive advantage as we design and build out our high-volume manufacturing capability. In addition to being the world’s largest automaker, Toyota is globally recognized for delivering quality, safety and reliability at scale, all of which are necessary characteristics in aerospace manufacturing.
In addition to being the world’s largest automaker, Toyota is globally recognized for delivering quality, safety and reliability at scale, all of which are necessary characteristics in aerospace manufacturing. We believe this makes Toyota a strong collaboration partner as we continue to develop our high-volume manufacturing capabilities. Uber Technologies, Inc.
As of January 15, 2024, we have 223 issued or allowed patents (of which 169 are U.S. filings) and 193 pending patent applications (of which 106 are U.S. filings). The patent portfolio is primarily related to eVTOL vehicle technology and UAM/aerial rideshare technology. We regularly file patent applications and from time to time acquire patents from third parties.
As of January 17, 2025, we have over 270 issued or allowed patents (of which over 200 are U.S. filings) and over 215 pending patent applications (of which over 120 are U.S. filings). The patent portfolio is primarily related to eVTOL vehicle technology and UAM/aerial rideshare technology.
Improvements in battery technology or alternative methods of energy storage may allow us to increase the range, speed and/or payload of our vehicles, dramatically expanding the range of trips and use-cases we can serve. 10 Table of Contents We are investing, and will continue to invest, strategically in these areas to ensure that we are well-positioned to capture the benefits offered by these new developments.
Improvements in battery technology or alternative methods of energy storage may allow us to increase the range, speed and/or payload of our vehicles, dramatically expanding the range of trips and use-cases we can serve.
Our aircraft demonstrates energy efficiency comparable to best-in-class electric ground vehicles. While we anticipate our average journey to be around 25 miles, we believe the expected range and speed of our aircraft will allow us to service a more diverse set of passengers and trips, resulting in greater operational flexibility and reduced operating costs.
While we anticipate our average journey to be around 25 miles, we believe the expected range and speed of our aircraft will allow us to service a more diverse set of passengers and trips, resulting in greater operational flexibility and reduced operating costs. 4 Table of Contents The end result is a transformational new electric aircraft that is uniquely capable of pioneering this exciting new market - all with a minimal environmental footprint.
In addition to their substantial financial backing, Toyota engineers are working shoulder to shoulder with their Joby counterparts on a daily basis, collaborating on projects such as factory planning and layout, manufacturing process development and design for manufacturability. Additionally, in 2023 we signed a long-term supply agreement with Toyota to supply key powertrain and actuation components for our aircraft.
As of the date of this Annual Report, no closing have occurred under the stock purchase agreement. In addition to their substantial financial backing, Toyota engineers are working shoulder to shoulder with their Joby counterparts on a daily basis, collaborating on projects such as factory planning and layout, manufacturing process development and design for manufacturability.
We expect the FAA type certificate will be reciprocated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities. In 2022, we applied for aircraft certification in the United Kingdom and Japan, following announcements by regulators in those countries adopting streamlined certification processes based on FAA certification.
We expect the FAA type certificate will be reciprocated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities.
From time to time, we may seek to partner with or acquire, when appropriate, companies that have products, personnel, and technologies that complement our strategic direction.
We are investing, and will continue to invest, strategically in these areas to ensure that we are well-positioned to capture the benefits offered by these new developments. From time to time, we may seek to partner with or acquire, when appropriate, companies that have products, personnel, and technologies that complement our strategic direction.
This is an exacting process often extending over 5 or more years that requires extensive ground and in-flight testing with the FAA. We anticipate we will initially certify the aircraft for day and night visual flight rules (“VFR”) operations and we plan to amend the design to include instrument flight rules (“IFR”) capabilities.
We anticipate we will initially certify the aircraft for day and night visual flight rules (“VFR”) operations and we plan to amend the design to include instrument flight rules (“IFR”) capabilities.
After 10 years of development, in 2023, we announced that we would open-source and share the specifications for the universal charging interface we developed, making it freely available to our industry. We believe this will help spur adoption of new transportation technologies and specifically, of air taxis.
After 10 years of development, in 2023, we announced that we would open-source and share the specifications for the universal charging interface we developed, making it freely available to our industry. The Urban Air Mobility Market Ground-Based Transportation Networks are Under Strain Population growth and urbanization are stretching ground-based transportation infrastructure to its limits.
We are in the process of certifying our aircraft with the U.S. Federal Aviation Administration (“FAA”). This involves a rigorous process of design, testing, verification and quality control. We have also begun working with regulators in other countries, including the United Kingdom, Japan, South Korea and the United Arab Emirates (“UAE”) to pursue commercialization opportunities in those markets.
We are in the process of certifying our aircraft with the U.S. Federal Aviation Administration (“FAA”). This involves a rigorous process of design, testing, verification and quality control.
Department of Defense (“DOD”) in September 2023 and are targeting commercial passenger operations in 2025. We operate a powertrain and electronics engineering and manufacturing facility in San Carlos, California, as well as 130,000 square feet of additive and subtractive manufacturing, machining, aircraft assembly and flight test facilities in Marina, California.
We do not expect this would change our core focus on building a vertically integrated transportation company. We operate a powertrain and electronics engineering and manufacturing facility in San Carlos, California, as well as 130,000 square feet of additive and subtractive manufacturing, machining, aircraft assembly and flight test facilities in Marina, California.
We do not currently intend to sell our aircraft to independent third parties or individual customers as a primary business model. Instead, we plan to manufacture, own and operate our aircraft ourselves, building a vertically integrated transportation company that will deliver transportation services to customers, including government agencies such as the U.S.
Instead, we plan to manufacture, own and operate our aircraft ourselves, building a vertically integrated transportation company that will deliver transportation services to customers, including government agencies such as the U.S. Air Force (“USAF”) through sales or contracted operations, and to individual end-users through a convenient app-based aerial ridesharing service. We began initial service operations with the U.S.
Over time, we anticipate the importance of working with the FAA, local authorities and other stakeholders to identify and develop procedures along high demand routes to support increased scale and operational tempo. Constructs for operating along those routes may include specific airspace corridors like those outlined by the FAA.
As the density of air traffic increases, we believe there are opportunities to expand ground infrastructure and create air traffic efficiencies. Over time, we anticipate the importance of working with the FAA, local authorities and other stakeholders to identify and develop procedures along high demand routes to support increased scale and operational tempo.
Air Force (“USAF”) through sales or contracted operations, and to individual end-users through a convenient app-based aerial ridesharing service. We believe this vertically-integrated business model will generate the greatest economic returns, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value.
Department of Defense (“DOD”) in September 2023 and are targeting initial passenger operations in 2025 or 2026. We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value.
We are building a dedicated, diverse and inclusive workforce to achieve this goal while adhering to best practices in risk assessment, mitigation and corporate governance. In 2023 we released our first ESG report, in which we described how we oversee and manage ESG factors material to our business.
We are building a dedicated workforce to achieve this goal while aiming to adhere to best practices in risk assessment, mitigation and corporate governance.
Through the enterprise approach, SMS interfaces will facilitate the exchange of information to continuously improve the safety of our aircraft and operations. • Quiet : Developing an aircraft with a low noise footprint that allows for regular operations within metropolitan areas is critical to community acceptance.
In 2024, we were accepted into the FAA Voluntary SMS for Air Operations. • Quiet : Developing an aircraft with a low noise footprint that allows for regular operations within metropolitan areas is critical to community acceptance.
The information contained on any of the websites referenced in this Annual Report on Form 10-K are not part of or incorporated by reference into this or any other report we file with or furnish to the SEC.
The information contained on any of the websites referenced in this Annual Report are not part of or incorporated by reference into this or any other report we file with or furnish to the SEC. 3 Table of Contents Our Aircraft Our team of world-class engineers has been working for more than a decade to develop an aircraft specifically designed for aerial ridesharing.
While foreign certification in many countries leverages our work with 2 Table of Contents the FAA, in some, such as the UAE, it may also provide a path to commercial operations prior to receiving certification in the United States. Through 2023 we have flown more than 30,000 miles in our prototype aircraft.
While foreign certification in many countries leverages our work with the FAA, in some, such as the UAE, it may also provide a path to commercial operations prior to receiving certification in the United States. In November 2024, we completed our first international exhibition flight at Toyota’s Higashi-Fuji Technical Center in Shizuoka, Japan.
Employees are encouraged to own and participate in safety and we conduct regular audits to ensure proper safety procedures are being used and that hazard identification and risk assessment information is being conducted.
Employees are reminded that everyone is part of the safety team and we conduct regular audits with the goal of ensuring proper safety procedures are being used and that hazard identification and risk assessment information is being collected and acted on in a timely and appropriate manner.
Government agencies provides us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. We believe it will also provide an opportunity to test various aspects of the consumer-facing aerial ridesharing service.
Government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch. By operating our aircraft on U.S. military installations we have gained valuable insight that will result in a more reliable service at launch.
There may be circumstances in which it is either required (for example, due to operating restrictions on foreign ownership in other countries) or otherwise desirable to sell aircraft in the future. We do not expect this would change our core focus on building a vertically integrated transportation company. We began initial service operations with the U.S.
There may be circumstances in which it is either required (for example, due to operating restrictions on foreign ownership in other countries) or otherwise desirable (for example, direct sale of aircraft to business customers with ongoing training and maintenance support packages) to sell aircraft in the future.
We are focused on building support across all teams and individuals, ensuring everyone has a voice, and treats each other with respect. Competition We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services.
We believe we have good relationships with our employees and have not experienced any interruptions of operations due to labor disagreements. 12 Table of Contents Competition We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services.
If the publication of the SFARs is further delayed or if there are other regulatory changes or revisions, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service. 8 Table of Contents Our operations may become subject to additional federal, state and local requirements in the future.
We will need to comply with these SFARs as we add our aircraft to our Part 135 operating 8 Table of Contents certificate. If there are other changes or revisions to the SFARs or other applicable regulations, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
Our Environmental Sustainability Team works closely with our Facilities team and operating units to track energy consumption and material inputs and outputs, to build strategies for energy reduction and to review the proper handling and disposal of our materials. In 2023, we reported our first greenhouse gas inventory for our offices and manufacturing locations.
Our Sustainability and Environmental Health and Safety teams work closely with our Facilities team and operating units to track energy consumption and material inputs and outputs, to refine our energy efficiency initiatives and provide proper handling and disposal of our materials.
Our Commitment to Environmental, Social and Governance ( “ ESG ” ) Leadership By developing an efficient, all-electric aircraft with no operating emissions, a low noise footprint and high levels of safety, we believe we can make a meaningful contribution to tackling the dual challenges of congestion and climate change.
Our Commitment to having a Positive Impact By developing an efficient, all-electric aircraft with no operating emissions, a low noise footprint and multiple redundancies designed to enhance safety, we believe we can help reduce congestion in cities while also reducing the transportation sector’s environmental impact.
In connection with the transactions, Legacy Joby changed its name to Joby Aviation, Inc. See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8. “Financial Statements and Supplementary Data” for more information. Our principal executive office is located at 333 Encinal Street, Santa Cruz, CA 95060.
In connection with the transactions, Legacy Joby changed its name to Joby Aviation, Inc. Our principal executive office is located at 333 Encinal Street, Santa Cruz, CA 95060. Our telephone number is (831) 201-6700. Our website address is www.jobyaviation.com. The U.S.
In 2021 we acquired H2FLY, which, in 2023, accomplished the world’s first piloted flight of a liquid hydrogen-powered electric aircraft. Intellectual Property Our success depends in part upon our ability to protect our core technology and intellectual property.
In 2021 we acquired H2FLY, which, in 2023, accomplished the world’s first piloted flight of a liquid hydrogen-powered electric aircraft. In 2024, using a fuel cell system designed and built by H2FLY, we successfully flew a hydrogen-electric demonstrator based off of our current aircraft design more than 500 miles.
The top fifteen megacities alone are home to more than 300 million inhabitants, and the United Nations (“UN”) predicts that by 2050 the world’s urban population will grow by an additional 2.5 billion people. Transportation is the life-blood of urban areas, and population growth combined with increased urbanization will continue to push this infrastructure to the brink.
Transportation is the life-blood of urban areas, and population growth combined with increased urbanization will continue to push this infrastructure to the brink. According to a 2021 report, the cost of traffic congestion to the U.S. economy alone was more than $190 billion in 2019.
By operating our aircraft on U.S. military installations we expect to gain valuable insight that will result in a more reliable service at launch. In 2023, we marked our first delivery to a customer by delivering and flying the first eVTOL aircraft at Edwards Air Force base as part of our contract with the DOD worth up to $131 million.
In 2023, we marked our first delivery to a customer by delivering and flying the first eVTOL aircraft at Edwards Air Force base as part of our contract with the DOD, and in January 2025, we delivered our second aircraft under this contract. The Agility Prime program also supported our June 2024 flight of our hybrid hydrogen-electric demonstrator.
Joby’s Global Electric Aviation Charging System (GEACS) is designed to support the safe and efficient operation of all electric aircraft under development today, including our own quiet, emissions-free air taxi.
Joby’s Global Electric Aviation Charging System (GEACS) is designed to support the safe and efficient operations of electric aircraft, including simultaneous charging of multiple battery packs, battery conditioning for ultra-fast charging, and secure data download to address safety and cybersecurity.
Airspace Integration The aircraft has been designed to be operated under fixed-wing flight rules and regulations with a qualified pilot in command onboard the aircraft. As the density of air traffic increases, we believe there are opportunities to expand ground infrastructure and create air traffic efficiencies.
Our operations may become subject to additional federal, state and local requirements in the future. Airspace Integration The aircraft has been designed to be operated within the existing airspace rules and regulations with a qualified pilot in command onboard the aircraft.
The Joby aircraft will be used to demonstrate a range of logistics missions, in addition to providing a showcase for other federal agencies and airspace studies for NASA. Future Market Opportunities We believe there are opportunities to address markets that are adjacent to our core mobility business, including delivery and logistics as well as emergency services.
However, having completed initial testing and capability demonstration programs with multiple branches of the U.S. military, we believe we are well positioned to participate in future initiatives focusing on advancements in hybrid and autonomous technologies as described below. 10 Table of Contents Future Market Opportunities We believe there are opportunities to address markets that are adjacent to our core mobility business, including delivery and logistics as well as emergency services.
Where possible, we strive to increase our percentage of electricity that is renewable, further reducing our manufacturing impact. In 2023, we also expanded two recycling programs for the manufacturing processes. We now recycle our aircraft batteries after testing or end-of-life and expanded our carbon fiber scraps to include additional types of carbon fiber.
As our U.S.-based manufacturing footprint grows, we strive to source renewable electricity for all primary facilities in the most cost effective manner, further reducing our manufacturing impact. In 2023, we also expanded two recycling programs for the manufacturing processes.
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In November 2023, we completed our first urban flight exhibition at an event in New York City hosted by Mayor Eric Adams and the New York City Economic Development Corporation, and attended by critical stakeholders such as the Port Authority of New York and New Jersey and elected officials.
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The Joby eVTOL is designed to transport a pilot and up to four passengers - or an expected payload of up to 1,000 pounds - at speeds of up to 200 mph. The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge.
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Our Aircraft Our team of world-class engineers has been working for more than a decade to develop an aircraft specifically designed for aerial ridesharing. Over that period, we have built a team that is deeply committed to vertically integrated engineering, testing, prototyping and manufacturing.
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We have also begun working with regulators in other countries, including the United Kingdom, Japan, South Korea, Australia and the United Arab Emirates (“UAE”) to pursue 2 Table of Contents commercialization opportunities in those markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOperating aircraft is subject to various risks, and we expect demand for our aerial ridesharing services to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft.
Biggest changeAlthough the accident did not have a significant impact on our business operations or certification timing, any other such occurrence in the future could negatively impact our development, testing and certification efforts, and could result in re-design, certification delay and/or postponements or delays to our commercial service launch. 19 Table of Contents Operating aircraft is subject to various risks, and we expect demand for our aerial ridesharing services to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft.
Item 1A. Risk Factors RISK FACTORS In the course of conducting our business operations, we are exposed to a variety of risks. Any of the risk factors we describe below have affected or could materially adversely affect our business, financial condition, results of operations, and brand.
Item 1A. Risk Factors In the course of conducting our business operations, we are exposed to a variety of risks. Any of the risk factors we describe below have affected or could materially adversely affect our business, financial condition, results of operations, and brand.
For example, we may initially operate under VFR only, and then add the ability to operate under IFR pursuant to block upgrade to the aircraft. We may be unable to develop or certify these upgrades in a timely manner or at all which may have an adverse impact on our business, financial condition and results of operations.
For example, we plan to initially operate under VFR only, and then add the ability to operate under IFR pursuant to block upgrade to the aircraft. We may be unable to develop or certify these upgrades in a timely manner or at all which may have an adverse impact on our business, financial condition and results of operations.
While foreign certification in many countries leverages our work with the FAA and in some cases, such as the UAE, it may also provide a path to commercial operations prior to receiving certification in the United States, applicable regulations outside the U.S. may differ from or be more stringent than analogous U.S. regulations.
While foreign certification in many countries leverages our work with the FAA and in some cases, such as the UAE, may also provide a path to commercial operations prior to receiving certification in the United States, applicable regulations outside the U.S. may differ from or be more stringent than analogous U.S. regulations.
We are subject to risks arising from natural disasters and severe weather conditions and risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure. Natural disasters, including wildfires, tornados, hurricanes, floods and earthquakes, and severe weather conditions, may damage our manufacturing plants, facilities or aircraft or disrupt our operating routes.
We are subject to risks arising from natural disasters and severe weather conditions and risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure. Natural disasters, including wildfires, tornados, hurricanes, tsunamis, floods and earthquakes, and severe weather conditions, may damage our manufacturing plants, facilities or aircraft or disrupt our operating routes.
We have also begun working with regulators in other countries, including the United Kingdom, Japan, South Korea and the UAE to pursue commercialization opportunities in those markets and have signed contracts with potential partners in each of these markets under which we make various commitments related to early operations.
We have also begun working with regulators in other countries, including the United Kingdom, Japan, South Korea, Australia and the UAE to pursue commercialization opportunities in those markets and have signed contracts with potential partners in each of these markets under which we make various commitments related to early operations.
Regulatory authorities have in the past and may in the future introduce changes specifically to address high-volume flights that could delay our ability to launch our service and have an adverse impact on our business, financial condition and results of operations.
Finally, regulatory authorities have in the past and may in the future introduce changes specifically to address high-volume flights that could delay our ability to launch our service and have an adverse impact on our business, financial condition and results of operations.
Our aircraft may not be able to fly safely in poor weather conditions, including snowstorms, thunderstorms, high winds, lightning, hail, known icing conditions and/or fog. Our inability to operate in these conditions will reduce our aircraft utilization and cause delays and disruptions in our services.
Our aircraft may not be able to fly in poor weather conditions, including snowstorms, thunderstorms, high winds, lightning, hail, known icing conditions and/or fog. Our inability to operate in these conditions will reduce our aircraft utilization and cause delays and disruptions in our services.
Our services will also involve the storage, processing and transmission of our customers’ data, including personal and financial information. We also engage and plan to engage third-party service providers to store and process this data.
Our services will also involve the storage, processing and transmission of our customers’ data, including personal and financial information. We also engage third-party service providers to store and process this data.
Our operations are subject to many hazards and operational risks, including general business risks, product liability and damage to third parties, our infrastructure or properties that may be caused by natural disasters, power losses, telecommunications failures, terrorist attacks (including hijacking, use of the aircraft as a weapon, or use of the aircraft to disperse a chemical or biological agent), security related incidents or human errors.
Our operations are subject to many hazards and operational risks, including general business risks, product liability, and damages to third parties, our infrastructure or properties that may be caused by natural disasters, power losses, telecommunications failures, terrorist attacks (including hijacking, use of the aircraft as a weapon, or use of the aircraft to disperse a chemical or biological agent), security related incidents or human errors.
International operations are subject to a number of additional risks, including local political or economic instability, cross-border political tensions, challenges in effectively managing employees in foreign jurisdictions, including local labor laws that may be stricter or more costly to comply with than in the U.S., and exposure to potential liabilities under anti-corruption or anti-bribery laws, including the U.S.
International operations are subject to a number of additional risks, including local political or economic instability, cross-border political tensions, global tariffs, challenges in effectively managing employees in foreign jurisdictions, including local labor laws that may be stricter or more costly to comply with than in the U.S., and exposure to potential liabilities under anti-corruption or anti-bribery laws, including the U.S.
The market for our common stock may continue to be influenced by events or occurrences including: changes to the regulations that impact our business or adverse decisions by regulators; our ability to develop the market we expect for UAM services, whether due to competition, market acceptance, performance, pricing or other factors; manufacturing and operational challenges; our failure to meet financial projections or manage our cash; 25 Table of Contents actions by shareholders, including the sale of a large volume of shares or campaigns by activist investors or short-sellers; actions taken by our competitors; and public perception of our business and our industry as a whole.
The market for our common stock may continue to be influenced by events or occurrences including: changes to the regulations that impact our business or adverse decisions by regulators; our ability to develop the market we expect for UAM services, whether due to competition, market acceptance, performance, pricing or other factors; manufacturing and operational challenges; our failure to meet financial projections or manage our cash; actions by shareholders, including the sale of a large volume of shares or campaigns by activist investors or short-sellers; actions taken by our competitors; and public perception of our business and our industry as a whole.
If our competitors commercialize their technology before us, or if we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. 16 Table of Contents If we are unable to integrate our service with ground transportation services it may limit customer adoption and harm our business.
If our competitors commercialize their technology before us, or if we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. 17 Table of Contents If we are unable to integrate our service with ground transportation services it may limit customer adoption and harm our business.
Failure to obtain these contracts would limit our ability to gain operational learnings about our aircraft and secure meaningful revenue, which could have a material adverse effect on our business, financial condition and results of operations. We conduct a portion of our business pursuant to U.S. government contracts, which are subject to unique risks.
Failure to obtain these contracts could limit our ability to gain additional operational learnings about our aircraft and secure meaningful revenue, which could have a material adverse effect on our business, financial condition and results of operations. We conduct a portion of our business pursuant to U.S. government contracts, which are subject to unique risks.
However, we may not be able to engage suppliers for the remaining components in a timely manner, at an acceptable price, in the necessary quantities or at all. We will need to do extensive testing to ensure that the aircraft is in compliance with all applicable regulations prior to beginning mass production.
However, we may not be able to engage suppliers for the remaining components in a timely manner, at an acceptable price, in the necessary quantities or at all. We will need to do extensive testing to ensure that the aircraft is in compliance with all applicable regulations prior to beginning scaled production.
Additionally, our industry has not aligned around a single charging standard. While we have developed a charging system designed to support all types of electric aircraft, if skyport operators select a different charging system it could result in longer charge times and increase our operating costs.
Additionally, our industry has not aligned around a single charging standard. While we have developed a charging system designed to support all types of electric aircraft, if vertiport operators select a different charging system it could result in longer charge times and increase our operating costs.
Because we will initially have a limited number of locations, a significant interruption or disruption in service at an individual skyport or metropolitan area where we have a significant volume of flights could have a severe impact on our business, results of operations and financial condition.
Because we will initially have a limited number of locations, a significant interruption or disruption in service at an individual vertiport or metropolitan area where we have a significant volume of flights could have a severe impact on our business, results of operations and financial condition.
In addition to certification of the aircraft, we will be required to obtain approval from the FAA to manufacture completed aircraft pursuant to an FAA-approved type design ( e.g. , type certificate). Production approval involves initial FAA manufacturing approval and extensive ongoing oversight of mass-produced aircraft.
In addition to certification of the aircraft, we will be required to obtain approval from the FAA to manufacture completed aircraft pursuant to an FAA-approved type design ( e.g. , type certificate). Production approval involves initial FAA manufacturing approval and extensive ongoing oversight of aircraft production.
It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will lose protection for failing to comply with all procedural, documentary, payment, and other obligations during the patent prosecution process.
It is also possible that we will fail to identify patentable aspects of our technology before it is too late to obtain patent protection, that we will be unable to devote the resources to file and prosecute all patent applications for such technology, or that we will lose protection for 23 Table of Contents failing to comply with all procedural, documentary, payment, and other obligations during the patent prosecution process.
Any such security incident, including those resulting from cybersecurity attacks, phishing attacks, unauthorized access or usage, virus or similar breach or disruption could result in the loss, destruction, alteration or disclosure of this data, which could damage our reputation and lead to litigation, regulatory investigations, or other liabilities.
Any such security incident, including those resulting from cybersecurity attacks, phishing attacks, unauthorized access or usage, virus or similar breach or disruption could result in the loss, destruction, alteration or disclosure of this data, which could damage our reputation and lead to litigation, regulatory investigations, or other 24 Table of Contents liabilities.
Our concentration in large metropolitan areas and heavily trafficked airports also makes our business susceptible to an outbreak of a contagious disease, such as COVID-19, both due to the high volume of travelers flying into and out of such airports and the ease at which contagious diseases can spread through densely populated areas.
Our concentration in large metropolitan areas and heavily trafficked airports also makes our business susceptible to an outbreak of a contagious disease, both due to the high volume of travelers flying into and out of such airports and the ease at which contagious diseases can spread through densely populated areas.
We also have not yet received FAA certification of our aircraft or other required airspace or operational authority and approvals, which are essential to operate our service, and for aircraft production and operation. Our pre-certification operations may also reveal issues with our aircraft, which could result in certification delays.
We also have not yet received FAA certification of our aircraft or other required airspace or operational authority and approvals, which are essential to operate our service, and for aircraft production and operation. 16 Table of Contents Our pre-certification operations may also reveal issues with our aircraft, which could result in certification delays.
If other participants in this market have problems such as safety, technology development, engagement with certification authorities or other regulators, community engagement, security, data privacy, flight delays, or customer service, such problems could impact the public perception of the entire industry, including our business.
If other participants in this market have problems related to matters such as safety, technology development, engagement with certification authorities or other regulators, community engagement, security, data privacy, flight delays, or customer service, such problems could impact the public perception of the entire industry, including our business.
In addition, demand for our advanced air mobility services could be impacted if drop-offs or pick-ups of passengers become inconvenient because of airport rules or regulations, or more expensive because of airport-imposed fees, which would adversely affect our business, financial condition and operating results.
In addition, demand for our services could be impacted if drop-offs or pick-ups of passengers become inconvenient because of airport rules or regulations, or more expensive because of airport-imposed fees, which would adversely affect our business, financial condition and operating results.
Changes in government regulation could increase our operating costs or extend our certification timeline. 13 Table of Contents Aerospace manufacturers and aircraft operators are subject to extensive regulatory and legal requirements that involve significant compliance costs. In May 2022, the FAA decided to certify eVTOLs under the “powered lift” classification, rather than existing Part 23 requirements for Normal Category Airplanes.
Changes in government regulation could increase our operating costs or extend our certification timeline. Aerospace manufacturers and aircraft operators are subject to extensive regulatory and legal requirements that involve significant compliance costs. In May 2022, the FAA decided to certify eVTOLs under the “powered lift” classification, rather than existing Part 23 requirements for Normal Category Airplanes.
Our inability to obtain sufficient access to the National Airspace System or to comply with any regulatory changes could increase our costs and pricing of our services, which could reduce demand and have an adverse impact on our business, financial condition and results of operations.
Our inability to obtain sufficient access to the National Airspace System or to comply with any regulatory changes could 14 Table of Contents increase our costs and pricing of our services, which could reduce demand and have an adverse impact on our business, financial condition and results of operations.
The success of our business is dependent, in part, on the utilization rate of our aircraft, and reductions in utilization will adversely impact our financial performance, cause passenger dissatisfaction and may have an adverse impact on our business, financial condition and results of operations. Aircraft and Production Our aircraft may fail to achieve performance expectations.
The success of our business is dependent, in part, on the utilization rate of our aircraft, and reductions in utilization 18 Table of Contents will adversely impact our financial performance, cause passenger dissatisfaction and may have an adverse impact on our business, financial condition and results of operations. Aircraft and Production Our aircraft may fail to achieve performance expectations.
For example, FAA staffing depends, in large part, on the annual appropriations process and their ability to retain and recruit sufficient resources with relevant experience. Failure to pass an annual appropriation bill has in the past resulted in temporary government shutdowns.
For example, FAA staffing depends, in large part, on the annual appropriations process and the agency’s ability to retain and recruit sufficient resources with relevant experience and expertise. Failure to pass an annual appropriation bill has in the past resulted in temporary government shutdowns.
If our aircraft and related equipment require maintenance more frequently than we plan for or at costs that exceed our estimates, that would disrupt the operation of our service and result in higher operating cost, which could have a material adverse effect on our business, financial condition and results of operations. 19 Table of Contents U.S.
If our aircraft and related equipment require maintenance more frequently than we plan for or at costs that exceed our estimates, that would disrupt the operation of our service and result in higher operating costs, which could have a material adverse effect on our business, financial condition and results of operations. U.S.
Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until after they have been launched against a target. We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative and mitigating 23 Table of Contents measures.
Techniques used to sabotage or obtain unauthorized access to systems or networks are constantly evolving and, in some instances, are not identified until after they have been launched against a target. We and our service providers may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative and mitigating measures.
Our service will depend, in part, on third-party ground operators to take customers from their origin to their departure skyport and from their arrival skyport to their ultimate destination.
Our service will depend, in part, on third-party ground operators to take customers from their origin to their departure vertiport and from their arrival vertiport to their ultimate destination.
Disruption of operations at skyports, whether caused by labor relations, utility or communications issues, power outages, or changes in federal, state and local regulatory requirements could harm our business. Certain airports may regulate our flight operations, including limiting the number of landings per year, banning our operations or introducing new permitting requirements, which could significantly disrupt our operations.
Disruption of operations at vertiports, whether caused by labor relations, utility or communications issues, power outages, or changes in federal, state and local regulatory requirements could harm our business. Certain airports may regulate our flight operations, including limiting the number of landings, banning our operations or introducing new permitting requirements, which could significantly disrupt our operations.
Because we are introducing an innovative service that operates from both airports and skyports, the security regulatory scheme that will apply is uncertain.
Because we are introducing an innovative service that operates from both airports and vertiports, the security regulatory scheme that will apply is uncertain.
We will need additional capital in the future, including to build high-volume manufacturing, and to develop a skyport network to support a high-volume service. Our proposed operations contemplate significant manufacturing capacity, aircraft fleet and infrastructure development, including additional skyports where our aircraft can land, both within the United States and internationally.
We will need additional capital in the future, including to build high-volume manufacturing, and to develop a vertiport network to support a high-volume service. Our proposed operations contemplate significant manufacturing capacity, aircraft fleet and infrastructure development, including additional vertiports where our aircraft can land, both within the United States and internationally.
We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of subsequent shifts in our stock ownership (some of which shifts are outside our control).
We may have experienced ownership changes in the past and may experience 22 Table of Contents ownership changes in the future as a result of subsequent shifts in our stock ownership (some of which shifts are outside our control).
We are projecting that we will enter into additional contracts with the U.S. government which would enable us to operate our aircraft as a service provider for the Department of Defense or other U.S. government agencies both prior to receiving an airworthiness certificate from the FAA and after.
We may enter into additional contracts with the U.S. government which would enable us to operate our aircraft as a service provider for the Department of Defense or other U.S. government agencies both prior to receiving an airworthiness certificate from the FAA and after.
If we fail to attract passengers, deliver sufficient value to our passengers, or accurately predict demand and price sensitivity, it would harm our financial performance and our competitors’ products may achieve greater market adoption and may grow at a faster rate than our service.
If we fail to attract passengers, deliver sufficient value to our passengers, or accurately predict demand and price sensitivity, it would harm our financial performance and our competitors’ products may achieve greater market adoption and may grow at a faster rate than our service. We may face delays in launching our commercial service.
The disruption in the supply of components from suppliers could lead to delays in aircraft production, which could adversely affect our business, financial condition, operating results and prospects. Our aircraft may require maintenance at frequencies or at costs which are unexpected. Our aircraft are highly technical vehicles that require regular maintenance and support.
The disruption in the supply of components from suppliers could lead to delays in aircraft production, which could adversely affect our business, financial condition, operating results and prospects. Our aircraft may require maintenance at frequencies or at costs which are unexpected. Our aircraft will require regular maintenance and support.
We incurred net losses of $513.1 million, $258.0 million and $180.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. We have not yet started commercial operations, and it is difficult for us to predict our future operating results.
We incurred net losses of $608.0 million, $513.1 million and $258.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. We have not yet started commercial operations, and it is difficult for us to predict our future operating results.
If the publication of the SFARs is further delayed, if the FAA requires further modification to our existing G-1 certification basis, or if there are other regulatory changes or revisions this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
If the FAA requires further modification to our existing G-1 certification basis, or if there are other regulatory changes or revisions to the SFARs or other regulations, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
Regulatory authorities may disagree with our view that integrating our service into the National Airspace System is possible without changes to existing regulations and procedures. There are a number of existing laws, regulations and standards that apply to our aircraft and our service, including standards that were not originally intended to apply to electric aircraft.
Regulatory authorities may disagree with our view that integrating our service into the National Airspace System is possible without changes to existing regulations and procedures. There are a number of existing laws, regulations and standards that apply to our aircraft and our service, including standards that were not originally intended to apply to eVTOL aircraft or air taxi services.
We intend to maintain a high daily aircraft utilization rate, 17 Table of Contents which is the amount of time our aircraft spend in the air carrying passengers. This is achieved, in part, by reducing turnaround times at skyports.
We intend to maintain a high daily aircraft utilization rate, which is the amount of time our aircraft spend in the air carrying passengers. This is achieved, in part, by reducing turnaround times at vertiports.
However, we may not realize the expected benefits of these investments. Such research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. They may involve claims and liabilities, expenses, regulatory challenges and other risks that we may not be able to anticipate.
Such research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited operating or development experience. They may involve claims and liabilities, expenses, regulatory challenges and other risks that we may not be able to anticipate.
See “Special Note Regarding Forward-Looking Statements.” Risks Related to Our Business and Industry Certification & Regulatory We may be unable to obtain relevant regulatory approvals for the commercialization of our aircraft or operation of our mobility service.
See “Special Note Regarding Forward-Looking Statements.” Risks Related to Our Business and Industry Certification & Regulatory We may be unable to obtain relevant regulatory approvals for the commercialization of our aircraft or operation of our mobility service, either in the United States or in foreign markets.
These sales, or the perception in the market that the holders of a large number of shares intend to sell their shares, could reduce the market price of our common stock. As of February 15, 2024, there were approximately 227,835,867 shares subject to the Major Company Equityholders Lock-Up Agreement.
These sales, or the perception in the market that the holders of a large number of shares intend to sell their shares, could reduce the market price of our common stock. As of February 15, 2025, there were approximately 151,890,585 shares subject to the Major Company Equityholders Lock-Up Agreement.
Specifically, conflicts with Toyota Motor Corporation may adversely impact our ability to manufacture aircraft or scale production, while conflicts with Uber Technologies, Inc. and Delta Air Lines may adversely impact our ability to successfully launch and maintain our consumer-facing UAM services.
Specifically, conflicts with Toyota Motor Corporation may adversely impact our ability to manufacture aircraft or scale production, while conflicts with Uber Technologies, Inc. and Delta Air Lines may adversely impact our ability to successfully launch and maintain our consumer-facing UAM services. Conflicts with foreign partners may adversely impact our ability to scale operations outside the U.S. effectively.
If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures which may have an adverse impact on our business, financial condition and results of operations. We have broad discretion in how we use our assets, and we may not use them effectively.
If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures which may have an adverse impact on our business, financial condition and results of operations.
For example, our subsidiary, H2FLY, is working on the development of an optimized fuel cell system for hydrogen-electric aircraft. Any such research and development efforts could distract management from current operations and would divert capital and other resources from our more established technologies.
For example, our subsidiary, H2FLY, is working on the development of an optimized fuel cell system for hydrogen-electric aircraft. Additionally, in 2024 we acquired the assets of the autonomy division of Xwing Inc. Any such research and development efforts could distract management from current operations and would divert capital and other resources from our more established technologies.
In addition, our internal control over financial reporting will not prevent or detect all errors and fraud. Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
Because of the inherent limitations in all control systems, no evaluation can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.
If we fail to implement and maintain effective internal control over financial reporting could 21 Table of Contents result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations.
If we fail to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that may lead to a restatement of our financial statements or cause us to fail to meet our reporting obligations. In addition, our internal control over financial reporting will not prevent or detect all errors and fraud.
Government Contracts and Pre-Certification Operations The U.S. government may modify or terminate one or more of our existing contracts. The U.S. government may modify or terminate its contracts with us, without prior notice and at its convenience. In addition, funding may be reduced or withheld as part of the annual U.S.
Government Contracts and Pre-Certification Operations The U.S. government may modify or terminate one or more of our existing contracts. The U.S. government may modify or terminate its contracts with us, without prior notice and at its convenience.
Our Bonny Doon facilities, in particular, are located in an area that is at high risk due to wildfire. Our Bonny Doon facilities are also subject to a risk of closure due to zoning and permitting issues.
Our Santa Cruz testing facilities, in particular, are located in an area that is at high risk due to wildfire. These facilities are also subject to a 25 Table of Contents risk of closure due to zoning and permitting issues.
We are also directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers, and work stoppages or strikes organized by such unions could delay the manufacture of our aircraft or disrupt our operations, which could have a material adverse impact on our business, financial condition or operating results.
We are also directly or indirectly dependent upon companies with unionized work forces, such as parts suppliers, and work stoppages or strikes organized by such unions could delay the manufacture of our aircraft or disrupt our operations, which could have a material adverse impact on our business, financial condition or operating results. 26 Table of Contents Additional Risks Related to Ownership of Our Common Stock The price of our common stock has been and may continue to be volatile.
As restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.
As restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price or the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them. 27 Table of Contents If we are deemed to be an investment company under the Investment Company Act of 1940, our results of operations could be harmed.
Our management has broad discretion in the use of our assets, including capital raised. We may use capital for general corporate purposes, including working capital, operating expenses, and capital expenditures, and we may acquire complementary businesses, products, offerings, or technologies. We may also spend or invest in a way with which our stockholders disagree.
We have broad discretion in how we use our assets, and we may not use them effectively. Our management has broad discretion in the use of our assets, including capital raised. We may use capital for general corporate purposes, including working capital, operating expenses, and capital expenditures, and we may acquire complementary businesses, products, offerings, or technologies.
If our management fails to use our capital effectively, our business could be seriously harmed. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
We may also spend or invest in a way with which our stockholders disagree. If our management fails to use our capital effectively, our business could be seriously harmed. Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Any debt financing, if available, may involve restrictive covenants that could reduce our operational flexibility or profitability. Debt financing, if available, may result in a significant financial burden if interest rates remain high for a prolonged period or increase in the future.
Debt financing, if available, may result in a significant financial burden if interest rates remain high for a prolonged period or increase in the future.
We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such effects.
We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such effects. We cannot accurately predict the materiality of any potential losses or costs associated with the effects of climate change.
We cannot accurately predict the materiality of any potential losses or costs associated with the effects of climate change. 24 Table of Contents We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, for which we may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, for which we may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
The stock market in general, and the market for pre-revenue technology companies in particular, has had and may continue to have significant price and volume fluctuations.
The price of our common stock has been volatile and will likely continue to fluctuate due to a variety of factors. The stock market in general, and the market for pre-revenue technology companies in particular, has had and may continue to have significant price and volume fluctuations.
For example, the global COVID-19 health crisis and related financial impact resulted in significant disruption and volatility of global financial markets. Similar pandemics or other disruptions to global markets could adversely impact our ability to access capital.
For example, the global COVID-19 health crisis and related financial impact resulted in significant disruption and volatility of global financial markets. Similar pandemics or other disruptions to global markets could adversely impact our ability to access capital. In addition, increased interest rates in 2022 and 2023 led to a widespread slowdown in investment and funding opportunities, especially for pre-revenue companies.
We do not currently have infrastructure in place to operate the service and such infrastructure may not be available or may be occupied on an exclusive basis by competitors.
We will need to address significant regulatory, political, operational, logistical, and other challenges in order to launch our commercial service. We do not currently have infrastructure in place to operate the service and such infrastructure may not be available or may be occupied on an exclusive basis by competitors.
We may invest significant resources in developing new offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize. While our primary focus is on the design, manufacture and operation of our eVTOL aircraft and the related aerial mobility service, we may invest significant resources in developing new technologies, services, products and offerings.
While our primary focus is on the design, manufacture and operation of our eVTOL aircraft and the related aerial mobility service, we may invest significant resources in developing new technologies, services, products and offerings. However, we may not realize the expected benefits of these investments.
We will be collecting, using, and disclosing personal information of passengers and others in the course of operating our business. These activities are or may become regulated by a variety of domestic and foreign laws and regulations relating to privacy, data protection, and data security, which are complex, rapidly evolving, and increasingly restrictive.
These activities are or may become regulated by a variety of domestic and foreign laws and regulations relating to privacy, data protection, and data security, which are complex, rapidly evolving, and increasingly restrictive.
Given the great discretion the government has in issuing or denying such authorizations, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other regulatory approvals which may have an adverse impact on our business, financial condition and results of operations. 14 Table of Contents We will be subject to rapidly changing and increasingly restrictive laws, regulations and other obligations relating to privacy, data protection, and data security, which may be costly and difficult to comply with.
Given the great discretion the government has in issuing or denying such authorizations, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other regulatory approvals which may have an adverse impact on our business, financial condition and results of operations. 15 Table of Contents In addition, the global economy has recently seen a rise in tariffs and threats of tariffs.
For example, in February 2022, one of our remotely piloted, experimental prototype aircraft was involved in an accident during flight testing. At this time, we do not expect the accident to have a significant impact on our business operations or 15 Table of Contents certification timing.
For example, in February 2022, one of our remotely piloted, experimental prototype aircraft was involved in an accident during flight testing. Although the accident did not have a significant impact on our business operations or certification timing, any similar event occurring closer in time to the launch of our commercial service could result in significant delays.
We may be unable to grow our relationship with the U.S. government and the Department of Defense, which will limit our ability to operate prior to receiving an FAA certification of airworthiness.
We may be unable to grow our relationship with the U.S. government and the Department of Defense.
Test flying prototype aircraft is inherently risky, and crashes, accidents or incidents involving our aircraft are possible. In February 2022, one our remotely piloted, experimental prototype aircraft was involved in an accident during flight testing. At this time, we do not expect the accident to have a significant impact on our business operations or certification timing.
Crashes, accidents or incidents of eVTOL and other aircraft could have a material adverse effect on our business, financial condition, and results of operations. Test flying prototype aircraft is inherently risky, and crashes, accidents or incidents involving our aircraft are possible. In February 2022, one of our remotely piloted, experimental prototype aircraft was involved in an accident during flight testing.
As of December 31, 2023, Joby had approximately $608.6 million and $82.0 million of federal and state net operating loss carryforwards (“NOLs”) and $44.9 million and $36.4 million federal and state research and development tax credits.
As of December 31, 2024, Joby had approximately $817.6 million and $156.2 million of federal and state net operating loss carryforwards (“NOLs”) and $101.6 million and $66.6 million federal and state research and development tax credits.
If we are unable to obtain the funds required on the timeline that we anticipate, our plans for building our manufacturing plants could be delayed.
If we are unable to obtain the funds required on the timeline that we anticipate, our plans for building our manufacturing plants could be delayed. If any of the foregoing risks occurs, it could adversely affect our business, financial condition, operating results and prospects.
In addition, the FAA indicated that they do not expect the relevant operational regulations, or Special Federal Aviation Regulations (“SFARs”), for eVTOL aircraft to be finalized until late 2024.
The FAA finalized the relevant operational regulations, or Special Federal Aviation Regulations (“SFARs”), for eVTOL aircraft in October 2024.
A future shutdown, or a failure by Congress to pass an FAA reauthorization bill (or extension) could delay the rulemaking and certification process.
A future shutdown, or a failure by Congress to pass an FAA reauthorization bill (or extension) could delay the rulemaking and certification process. Additionally, recent focus on reducing the size of the federal workforce could negatively impact the availability of resources within the FAA which could delay our progress towards certification.
This creates an ongoing need for capital, and, to the extent we cannot fund capital expenditures from cash flows from operations, we will need to borrow or otherwise obtain funds. Prior to the consummation of the Merger, we financed our operations and capital expenditures primarily through private financing rounds.
In addition, as our facilities and aircraft mature, our business will require capital expenditures for the maintenance, renovation and improvement of such locations to remain competitive. This creates an ongoing need for capital, and, to the extent we cannot fund capital expenditures from cash flows from operations, we will need to borrow or otherwise obtain funds.
In addition, increased interest rates in 2022 and 2023 led to a widespread slowdown in investment and funding opportunities, especially for pre-revenue companies, that is expected to continue in the near-term. We may sell equity securities or debt securities in one or more transactions at prices and in a manner that may materially dilute our current investors.
We may sell equity securities or debt securities in one or more transactions at prices and in a manner that may materially dilute our current investors.
While our efforts to hire key personnel have generally been successful overall, hiring in the areas of software development and verification has progressed more slowly than initially expected, due to high levels of competition in the markets in which we operate.
While our efforts to hire key personnel have generally been successful overall, the markets in which we operate are generally characterized by high levels of competition for skilled employees. We have in the past, and may in the future, experience delays in filling certain positions.
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We may not be able to launch our aerial ridesharing service beginning in 2025, as currently projected. We will need to address significant regulatory, political, operational, logistical, and other challenges in order to launch our aerial ridesharing service.
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We are also pursing certification of our aircraft and approval to operate our services in other countries.
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If any of the foregoing risks occurs, it could adversely affect our business, financial condition, operating results and prospects. 18 Table of Contents Crashes, accidents or incidents of eVTOL aircraft or involving lithium-ion batteries involving us or our competitors could have a material adverse effect on our business, financial condition, and results of operations.
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While many of these countries have established processes for validating a type certificate issued by the FAA, others, such as the UAE, are developing new processes to leverage our work with the FAA and provide a path for approval of initial operations that could precede type certification in the United States.
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This, or any other such occurrence may negatively impact our development, testing and certification efforts, and could result in re-design, certification delay and/or postponements or delays to our commercial service launch.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeGovernance The Audit Committee of our Board of Directors is primarily responsible for oversight of the Company’s risk assessment and risk management, including cybersecurity risks. The committee meets at least annually with our Head of Information Technology, who provides a report on the Company’s current risk assessment as well as mitigation efforts.
Biggest changeThe committee meets at least annually with our Head of Information Technology, who provides a report on the Company’s current risk assessment as well as mitigation efforts. The Audit Committee also periodically updates the Board of Directors on risk matters. Keith Moss, our Head of Information Technology, oversees our cybersecurity and information security program.
During the last three fiscal years, our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats. For more information on our cybersecurity related risks, see Item 1A “Risk Factors” in this Annual Report on Form 10-K.
During the last three fiscal years, our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats.
He holds a Master of Science in Computer Engineering and a Bachelor of Science in Computer Science from the University of Michigan and an MBA from Bowling Green State University.
He has over 30 years of experience in various CISO and information technology roles, and was previously the IT Director at Ford Motor Company North America. He holds a Master of Science in Computer Engineering and a Bachelor of Science in Computer Science from the University of Michigan and an MBA from Bowling Green State University.
Removed
The Audit Committee also periodically updates the Board of Directors on risk matters. Keith Moss, our Head of Information Technology, oversees our cybersecurity and information security program. He has over 30 years of experience in various CISO and information technology roles, and was previously the IT Director at Ford Motor Company North America.
Added
For more information on our cybersecurity related risks, see Item 1A “Risk Factors” in this Annual Report. 28 Table of Contents Governance The Audit Committee of our Board of Directors is primarily responsible for oversight of the Company’s risk assessment and risk management, including cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in Santa Cruz, California, and consist of approximately 162,000 square feet. We operate primarily out of facilities located in the U.S., in Santa Cruz, San Carlos and Marina, California, Washington, D.C. and internationally in Munich and Stuttgart, Germany, Linz, Austria, San Jose, Costa Rica, and Shenzhen, China.
Biggest changeWe operate primarily out of facilities located in the U.S., in Santa Cruz, San Carlos and Marina, California, Washington, D.C. and internationally in Munich and Stuttgart, Germany, Linz, Austria, San Jose, Costa Rica, and Shenzhen, China. The facilities that house our prototype production line in Marina, California span approximately 130,000 square feet and are leased from the City of Marina.
In addition, we are working with the County of Santa Cruz to bring the site into compliance for our remaining limited testing operations at the facility. 27 Table of Contents
In addition, we are working with the County of Santa Cruz to bring the site into compliance for our remaining limited testing operations at the facility.
While the nature of this facility is suitable for advanced R&D and testing activities, this facility lacks compliance with applicable building codes, zoning codes and similar regulations and ordinances. We have transitioned most of the research and development work to our facility in Santa Cruz.
Our testing facility in Santa Cruz, California is a retired rock quarry. While the nature of this facility is suitable for advanced R&D and testing activities, this facility lacks compliance with applicable building codes, zoning codes and similar regulations and ordinances. We have transitioned most of the research and development work to our facility in Santa Cruz.
All of our facilities, except for the newly-purchased corporate headquarters, are located on land that is leased from third parties or, in the case of certain of our Santa Cruz facilities, from entities partially or wholly owned by our CEO, JoeBen Bevirt.
All of our facilities, except for our corporate headquarters, are located on land that is leased from third parties or, in the case of our testing facility in Santa Cruz, from entities partially or wholly owned by our CEO, JoeBen Bevirt.
We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations. Our testing facility in Santa Cruz, California is a retired rock quarry.
We have also entered into a ground lease agreement with the City of Marina that can be extended for up to 50 years. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.
Removed
The facilities that house our prototype production line in Marina, California span approximately 130,000 square feet and are leased from the City of Marina. We have also entered into a ground lease agreement with the City of Marina that can be extended for up to 50 years.
Added
Item 2. Properties Our corporate headquarters are located in Santa Cruz, California, and consist of approximately 162,000 square feet, which we purchased in 2023, and an additional approximately 44,000 square feet of leased space in the same location.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIf an unfavorable final outcome were to occur, it may have a material adverse impact on our financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable. Item 4. Mine Safety Disclosures Not applicable. 28 Table of Contents Part II
Biggest changeIf an unfavorable final outcome were to occur, it may have a material adverse impact on our financial position, results of operations or cash flows for the period in which the effect becomes reasonably estimable. Item 4. Mine Safety Disclosures Not applicable. 29 Table of Contents Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUse of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved] 30 Table of Contents
Biggest changeThe Peer Group line assumes a share prices of $0.00 for shares of Lilium common stock as of December 31, 2024. 30 Table of Contents Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None. Use of Proceeds None. Issuer Purchases of Equity Securities None. Item 6. [Reserved] 31 Table of Contents
Holders As of February 15, 2023, there were approximately 302 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
Holders As of February 14, 2025, there were approximately 356 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial owners represented by these record holders.
For Peer Group companies that completed their SPAC merger after August 10, 2021, the cumulative return for the Peer Group was weighted based on the market capitalization of each company based on the date of its SPAC merger. 29 Table of Contents Recent Sale of Unregistered Securities and Use of Proceeds Recent Sale of Unregistered Securities None.
For Peer Group companies that completed their SPAC merger after August 10, 2021, the cumulative return for the Peer Group was weighted based on the market capitalization of each company based on the date of its SPAC merger. Shares of Lilium N.V. were suspended from trading on November 6, 2024, and subsequently delisted from the Nasdaq Global Select Market.
Added
Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+18 added−20 removed51 unchanged
Biggest changeNet cash used in operating activities for the year ended December 31, 2022 was $235.9 million, consisting primarily of a net loss of $258.0 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $69.1 million in stock-based compensation expense, $24.0 million in depreciation and amortization expense and a net decrease in our net working capital of $51.8 million, primarily related to distributions from equity investment in Summerbio, partially offset by a $98.0 million gain from change in the fair value of warrants and 37 Table of Contents earnout shares, $19.5 million in income from equity method investment and a $5.2 million net accretion and amortization of our investments in marketable securities.
Biggest changeNet cash used in operating activities for the year ended December 31, 2023 was $313.8 million, consisting primarily of a net loss of $513.1 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $93.6 million in stock-based compensation expense, $86.4 million loss from change in the fair value of warrants and earnout shares, $30.5 million in depreciation and amortization expense and a net decrease in our net working capital of $8.9 million, partially offset by $20.2 million net accretion of our investments in marketable securities. 38 Table of Contents Net Cash Provided by Investing Activities Net cash provided by investing activities for the year ended December 31, 2024 of $70.8 million was primarily due to proceeds from the sales and maturities of marketable securities of $715.2 million, partially offset by purchases of marketable securities of $603.8 million and purchases of property and equipment of $40.6 million Net cash provided by investing activities for the year ended December 31, 2023 of $80.3 million was primarily due to proceeds from the sales and maturities of marketable securities of $920.9 million, partially offset by purchases marketable securities of $810.0 million and purchases of property and equipment of $30.6 million.
We recognize revenue as we fulfill our performance obligations in an amount that reflects the consideration we expect to receive.
We recognize revenue as we fulfill our performance obligations in an amount that reflects the consideration we expect to receive.
Operating expenses Flight services Flight services expenses consist primarily of costs related to flight, flight support, and maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft electricity cost, as directly attributed to our performance of the flight services.
Operating expenses Flight services Flight services expenses consist primarily of costs related to flight, flight support, and maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft electricity cost, as directly attributed to our performance of the flight services.
Net Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2023 of $288.2 million was primarily due to net proceeds of $180.2 million from our registered direct offering to certain institutional investors and net proceeds of $99.9 million from our issuance of common shares to SKT, proceeds from the issuance of common stock under the employee stock purchase plan of $6.9 million and $2.1 million, proceeds from exercise of stock options and issuance of common stock warrants, partially offset by repayments for finance lease obligations and tenant improvement loan totaling $0.8 million.
Net cash provided by financing activities for the year ended December 31, 2023 of $288.2 million was primarily due to net proceeds of $180.2 million from our registered direct offering to certain institutional investors and net proceeds of $99.9 million from our issuance of common shares to SKT, proceeds from the issuance of common stock under the employee stock purchase plan of $6.9 million and $2.1 million, proceeds from exercise of stock options and issuance of common stock warrants, partially offset by repayments for finance lease obligations and tenant improvement loan totaling $0.8 million.
We believe this vertically-integrated business model will generate the greatest economic returns, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value.
We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control over the customer experience to optimize for customer safety, comfort and value.
Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety, convenience and cost 31 Table of Contents of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars.
Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety, convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars.
Accordingly, we have not recorded any impairment charge to our existing property and equipment during the twelve months ended December 31, 2023. Accounting for Leases We determine if an arrangement is a lease, or contains a lease, at inception. We analyze our contractual arrangements to evaluate whether they have any embedded leases.
Accordingly, we have not recorded any impairment charge to our existing property and equipment during the twelve months ended December 31, 2024. Accounting for Leases We determine if an arrangement is a lease, or contains a lease, at inception. We analyze our contractual arrangements to evaluate whether they have any embedded leases.
If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in skyports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.
If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in vertiports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.
We intend to maintain a high daily aircraft utilization rate, and reductions in utilization will adversely impact our financial performance. High daily aircraft utilization is achieved in part by reducing turnaround times at skyports.
We intend to maintain a high daily aircraft utilization rate, and reductions in utilization will adversely impact our financial performance. High daily aircraft utilization is achieved in part by reducing turnaround times at vertiports.
Please see the section of this Annual Report on Form 10-K titled “Special Note Regarding Forward-Looking Statements.” Overview We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing (“eVTOL”) aircraft that we intend to operate as part of a fast, quiet and convenient service in cities around the world.
Please see the section of this Annual Report titled “Special Note Regarding Forward-Looking Statements.” Overview We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing (“eVTOL”) aircraft that we intend to operate as part of a fast, quiet and convenient service in cities around the world.
Incorrect assumptions may result in our lease term being incorrect, impacting our right-of-use assets and liabilities. Assumptions made by us at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification.
Incorrect assumptions may result in our lease term being incorrect, impacting our right-of-use assets and liabilities. 40 Table of Contents Assumptions made by us at the commencement date are re-evaluated upon occurrence of certain events, including a lease modification.
Our multi-year relationship with the DOD and other U.S. government agencies provides us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch.
Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch.
Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. The significant accounting policies of the Company are described in more detail in Note 2 to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. The significant accounting policies of the Company are described in more detail in Note 2 to our Consolidated Financial Statements included elsewhere in this Annual Report.
Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of December 31, 2023, we had an accumulated deficit of $1,247.7 million.
Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of December 31, 2024, we had an accumulated deficit of $1,855.7 million.
Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Determining that options are reasonably certain to be exercised requires us to make certain assumptions about our 39 Table of Contents future operations and space and assets requirements.
Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Determining that options are reasonably certain to be exercised requires us to make certain assumptions about our future operations and space and assets requirements.
Research and Development Expenses Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, including rent, information technology costs and utilities.
Research and Development Expenses Research and development expenses consist primarily of personnel expenses, including salaries, benefits, and stock-based compensation, costs of consulting, equipment and materials, depreciation and amortization and allocations of overhead, 34 Table of Contents including rent, information technology costs and utilities.
Recent Accounting Pronouncements See Note 2 of our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K for more information regarding recently issued accounting pronouncements.
Recent Accounting Pronouncements See Note 2 of our Consolidated Financial Statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements.
Management's Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the year ended December 31, 2022, filed on March 1, 2023, for reference to discussion of the fiscal year ended December 31, 2021, the earliest of the three fiscal years presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations located in our annual report on Form 10-K for the year ended December 31, 2023, filed on February 27, 2024, for reference to discussion of the fiscal year ended December 31, 2022, the earliest of the three fiscal years presented.
If the publication of the SFARs is further delayed, if the FAA requires further modifications to our existing G-1 certification basis, or if there are other regulatory changes or revisions, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
If the FAA requires further modifications to our existing G-1 certification basis, makes subsequent modifications to the SFARs, or if there are other regulatory changes or revisions, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist.
Vertically-Integrated Business Model Our business model is to serve as a vertically-integrated eVTOL transportation service provider. Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist.
As of December 31, 2023, we had cash, cash equivalents and restricted cash of $204.8 million and short-term investment in marketable securities of $828.2 million. Restricted cash, totaling $0.8 million, reflects cash temporarily retained for security deposit on leased facilities.
As of December 31, 2024, we had cash, cash equivalents and restricted cash of $200.4 million and short-term investment in marketable securities of $733.2 million. Restricted cash, totaling $0.8 million, reflects cash temporarily retained for security deposit on leased facilities.
If it is determined that the milestone cannot be met, the liability is reversed. We selected the Black-Scholes-Merton (“Black-Scholes”) option-pricing model as the method for determining the estimated fair value for stock options and awards under our ESPP program.
For liability classified awards, the liability is reclassified to equity when the respective milestones have been met. If it is determined that the milestone cannot be met, the liability is reversed. We selected the Black-Scholes-Merton (“Black-Scholes”) option-pricing model as the method for determining the estimated fair value for stock options and awards under our ESPP program.
U.S.Government Contracts In December 2020, we became, to our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft from the USAF, and in the first quarter of 2021 we officially began on-base operations under contract pursuant to the USAF’s Agility Prime program.
U.S. Government Contracts In December 2020, we became the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test, and in the first quarter of 2021 we officially began on-base 33 Table of Contents operations under contract pursuant to the USAF’s Agility Prime program.
Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result.
Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if 37 Table of Contents circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future remaining capital needs.
With more than 1,000 successful test flights already completed, and as the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis, we believe we are well positioned to be the first eVTOL manufacturer to earn airworthiness certification from the Federal Aviation Administration (“FAA”).
With thousands of successful test flights already completed, and as the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis which was subsequently published in final form in the Federal Register, we believe we are well positioned to be the first eVTOL manufacturer to earn airworthiness certification from the Federal Aviation Administration (“FAA”).
Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations.
If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders.
If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. Government Certification We agreed to a signed, stage 4 “G-1” certification basis for our aircraft with the FAA in 2020.
If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. Government Certification We signed a revised, stage 4 “G-1” certification basis for our aircraft with the FAA in July 2022, which was published in final form in the Federal Register in March 2024.
Provision for Income Taxes Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law.
Interest and Other Income, Net Interest income consists primarily of interest earned on our cash and cash equivalents and investments in marketable securities. 35 Table of Contents Provision for Income Taxes Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law.
This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S.
This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S. We think of the FAA type certification process in five stages and have made significant progress towards certification.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $10.0 million, or 10%, to $105.9 million during the year ended December 31, 2023 from $95.9 million during the year ended December 31, 2022.
Selling, General and Administrative Expenses Selling, general and administrative expenses increased by $13.8 million, or 13%, to $119.7 million during the year ended December 31, 2024 from $105.9 million during the year ended December 31, 2023.
The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, manufacturing process development, and certification, as well as increased quantity of materials used in prototype development and testing. These costs were partially offset by government research and development grants earned through operations as part of our Department of Defense contracts.
The increase was primarily attributable to increases in personnel to support aircraft engineering, software development, prototype manufacturing, and certification, 36 Table of Contents as well as increased quantity of materials used in prototype development and testing, partially offset by increase in expense reduction due to higher grants earned as part of our government contracts.
In addition to certifying our aircraft, we will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our aerial ridesharing service. We anticipate being able to meet the requirements of such authorizations and certifications.
These arrangements provide a means of efficient international expansion as we develop commercial operations around the world. In addition to certifying our aircraft, we will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our aerial ridesharing service. We anticipate being able to meet the requirements of such authorizations and certifications.
The Black-Scholes model requires the use of 38 Table of Contents highly subjective and complex assumptions, which determine the fair value of share-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free interest rate and expected dividend yield.
The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of share-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free interest rate and expected dividend yield. 39 Table of Contents Expected volatility - We estimate the expected volatility of our common stock on the date of grant based on the historical stock price volatility of our own common shares within the same length of period as the expected term.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report.
As such, our cash requirements are highly dependent upon management’s decisions about the pace and focus of both our short and long-term spending. Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft.
Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft.
Air Force (“USAF”) through sales or contracted operations, and to individual end-users through a convenient app-based aerial ridesharing service. We delivered our first aircraft for initial service operations with the U.S Department of Defense (“DOD”) in September 2023 and are targeting commercial passenger operations in 2025.
Air Force (“USAF”) through sales or contracted operations, and to individual end-users through a convenient app-based aerial ridesharing service. We are targeting initial passenger operations in 2025 or 2026.
Research and Development Expenses Research and development expenses increased by $70.8 million, or 24%, to $367.0 million during the year ended December 31, 2023 from $296.3 million during the year ended December 31, 2022.
Research and Development Expenses Research and development expenses increased by $110.1 million, or 30%, to $477.2 million during the year ended December 31, 2024 from $367.0 million during the year ended December 31, 2023.
Cash Flows The following tables set forth a summary of our cash flows for the periods indicated (in thousands, except percentage): Year Ended December 31, Change 2023 2022 ($) (%) Net cash (used in) provided by: Operating activities $ (313,831) $ (235,925) $ (77,906) 33 % Investing activities 80,304 (630,789) 711,093 (113) % Financing activities 288,239 60,456 227,783 377 % Net increase (decrease) in cash, cash equivalents, and restricted cash $ 54,712 $ (806,258) $ 860,970 (107) % Net cash used in operating activities for the year ended December 31, 2023 was $313.8 million, consisting primarily of a net loss of $513.1 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $93.6 million in stock-based compensation expense, a $86.4 million loss from change in the fair value of warrants and earnout shares, $30.5 million in depreciation and amortization expense and a net decrease in our net working capital of $8.9 million, partially offset by $20.2 million net accretion of our investments in marketable securities.
Cash Flows The following tables set forth a summary of our cash flows for the periods indicated (in thousands, except percentage): Year Ended December 31, Change 2024 2023 ($) (%) Net cash (used in) provided by: Operating activities $ (436,267) $ (313,831) $ (122,436) 39 % Investing activities 70,763 80,304 (9,541) (12) % Financing activities 361,114 288,239 72,875 25 % Net increase (decrease) in cash, cash equivalents, and restricted cash $ (4,390) $ 54,712 $ (59,102) (108) % Net Cash Used in Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $436.3 million, consisting primarily of a net loss of $608.0 million, adjusted for non-cash items and statement of operations impact from investing and financing activities which includes $104.4 million in stock-based compensation expense, a $54.0 million loss from change in the fair value of warrants and earnout shares, $35.6 million in depreciation and amortization expense, partially offset by $15.8 million net accretion of our investments in marketable securities and $6.4 million net increase in our net working capital.
The Company recognized income of nil and $19.5 million (net of impairment loss) for the years ended December 31, 2023 and 2022, respectively. Gain (Loss) from changes in Fair Value of Warrants and Earnout Shares Liabilities Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”), warrants issued to Delta Air Lines, Inc.
Gain (Loss) from changes in Fair Value of Warrants and Earnout Shares Liabilities Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”) and warrants issued to Delta Air Lines, Inc.
Total Other Income (loss), Net Total other income (loss), net decreased by $175.1 million, or 130%, to a loss of $40.8 million during the year ended December 31, 2023 from a gain of $134.3 million during the year ended December 31, 2022.
Total Other Loss, Net Total other loss, net decreased by $29.7 million, or 73%, to a loss of $11.2 million during the year ended December 31, 2024 from a loss of $40.8 million during the year ended December 31, 2023.
The Company estimates the probabilities based on available information about the progress made towards performance goals at each reporting period. Our performance based awards issued under annual Bonus Plan are classified as a liability until such time that the respective milestones have been met, at which point the liability is reclassified to equity.
The Company estimates the probabilities based on available information about the progress made towards performance goals at each reporting period. Our performance based awards issued under annual Bonus Plans are classified as an equity or, initially, as a liability, depending on the terms of the plan.
The decrease was primarily driven by a $184.4 million loss from changes in fair value of warrants and earnout shares, a $19.5 million decrease in income from equity method investment due to winding down of SummerBio’s business operations, partially offset by $28.8 million increase in interest and other income due to increased interest rates on higher invested funds.
The decrease was primarily driven by a $32.4 million reduction in loss from changes in fair value of warrants and earnout shares, partially offset by $2.7 million decrease in interest and other income due to decreased interest rates on lower invested funds.
Research and development expenses are partially offset by payments we received in the form of government grants, including those received under the Agility Prime program.
Research and development expenses are partially offset by payments we received in the form of government grants, including those received under the Agility Prime program. We expect our research and development expenses to increase as we increase staffing to support aircraft engineering and software development, build aircraft, and continue to explore and develop next generation aircraft and technologies.
The aircraft is quiet when taking off, near silent when flying overhead and is designed to transport a pilot and four passengers at speeds of up to 200 mph, with a range optimized for urban markets of 100 miles on a single charge.
The aircraft is quiet when taking off, near silent when flying overhead and is being designed to transport a pilot and up to four passengers - or an expected payload of up to 1,000 pounds - at speeds of up to 200 mph.
Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities.
Selling, General and Administrative Expenses Selling, general and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities.
Net cash provided by financing activities for the year ended December 31, 2022 of $60.5 million was primarily due to proceeds from the issuance of common stock and warrants of $60.1 million , $1.4 million from exercise of stock options, partially offset by repayments for capital lease obligations and tenant improvement loan totaling $1.0 million.
Net Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 of $361.1 million was primarily due to net proceeds of $221.8 million from issuance of common stock in underwritten public offering and net proceeds of $128.8 million from issuance of common stock in at-the-market public offering, proceeds from the issuance of common stock under the employee stock purchase plan of $11.2 million and $1.7 million proceeds from exercise of stock options and issuance of common stock warrants, partially offset by $2.4 million repayments of obligation under finance leases and tenant improvement loan.
In 2022, we received our Part 135 operating certificate, which is required for us to operate an on-demand air service. While that currently allows us to operate the service with conventional aircraft, the FAA will need to publish operational regulations related to eVTOLs before we add our aircraft to our Part 135 operating certificate.
We have completed or substantially completed three of these five stages. In 2022, we received our Part 135 operating certificate, which is required for us to operate an on-demand air service and allows us to operate the service with conventional aircraft. In October 2024, the FAA published the Special Federal Aviation Regulations (“SFARs”), which include operational regulations related to eVTOLs.
The discussion should be read together with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. We have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented. Refer to Item 7.
We have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented. Refer to Item 7.
Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and skyport development, pilot training facilities, software development and production of aircraft. We do not have material cash requirements related to current contractual obligations.
Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services. Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and vertiport development, pilot training facilities, software development and production of aircraft.
We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period. 2022 Acquisitions On March 9, 2022, we completed the acquisition of an aerospace composite manufacturing company, whereby we 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.
We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period. 2024 Acquisitions On May 31, 2024, we 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 our common stock with an aggregate acquisition date fair value of $9.5 million.
To date, we have funded our operations primarily with proceeds from the Merger and issuance of stock and convertible notes.
To date, we have funded our operations primarily with proceeds from the Merger and issuance of stock and convertible notes. In August 2021, we raised net proceeds of $1,067.9 million from the Merger and $843.3 million from the issuances of Legacy Joby’s redeemable convertible preferred stock and convertible notes prior to the Merger.
We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our February 2021 merger with Reinvent Technology Partners, a special purpose acquisition company (the “Merger”). Key Factors Affecting Operating Results See the section entitled “ Risk Factors ” for a further discussion of these considerations.
We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.
We believe that our cash, cash equivalent and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months. 36 Table of Contents Long-Term Liquidity Requirements We expect our cash and cash equivalents on hand together with the cash we expect to generate from future operations will provide sufficient funding to support us through the initial launch of our commercial operations in 2025.
Long-Term Liquidity Requirements We expect our cash and cash equivalents on hand together with the proceeds of future sales under the ATM Offering, the expected proceeds from the Toyota Investment and cash we expect to generate from future operations will provide sufficient funding to support us beyond the initial launch of our commercial operations.
From inception through December 31, 2023, we raised net proceeds of $1,067.9 million from the Merger, $843.3 million from the issuances of redeemable convertible preferred stock and convertible notes prior to the Merger, $60.0 million from issuance of shares and warrants to Delta Air Lines, Inc., $180.2 million in net proceeds from our registered direct offering to certain institutional investors and net proceeds of $99.9 million from our issuance of shares to SKT.
In October 2022, we raised net proceeds of $60.0 million from the sale of 11,044,232 shares of our common stock and warrants to Delta Air Lines, Inc. In May 2023, we raised $180.2 million in net proceeds from our issuance and sale, in a registered direct offering to certain institutional investors of 43,985,681 shares of our common stock.
The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing. Our principal uses of cash in recent periods were to fund our research and development activities, personnel cost and support services.
The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.
We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation.
Our business will require significant investment leading up to launching these services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization. 32 Table of Contents We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation.
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 transaction is expected to contribute to development of autonomous capabilities of our aircraft and to accelerate the execution of our 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 .
Results of Operations Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage): December 31, Change 2023 2022 ($) (%) Revenue: Flight services $ 1,032 $ — 1,032 100% Operating expenses: Flight services 200 — 200 100% Research and development 367,049 296,281 70,768 24 % Selling, general and administrative 105,877 95,922 9,954 10 % Total operating expenses 473,126 392,203 80,923 21 % Loss from operations (472,094) (392,203) (79,891) 20 % Interest and other income, net 45,561 16,787 28,774 171 % Income from equity method investment — 19,463 (19,463) (100) % Gain/(loss) from change in fair value of warrants and earnout shares (86,378) 98,002 (184,379) (188) % Total other income (loss), net (40,817) 134,252 (175,069) (130) % Loss before income taxes (512,911) (257,951) (254,960) 99 % Income tax expense 139 92 47 51 % Net loss $ (513,050) $ (258,043) (255,007) 99 % 35 Table of Contents Revenue Flight Services Flight services revenue primarily includes consideration for our performance of customer-directed flights and on-base operations for various DOD agencies.
Results of Operations Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage): December 31, Change 2024 2023 ($) (%) Revenue: Flight services $ 136 $ 1,032 $ (896) (87) % Operating expenses: Flight services 67 200 (133) (67) % Research and development 477,156 367,049 110,107 30 % Selling, general and administrative 119,667 105,877 13,790 13 % Total operating expenses 596,890 473,126 123,764 26 % Loss from operations (596,754) (472,094) (124,660) 26 % Interest and other income, net 42,822 45,561 (2,739) (6) % Loss from change in fair value of warrants and earnout shares (53,973) (86,378) 32,405 (38) % Total other loss, net (11,151) (40,817) 29,666 (73) % Loss before income taxes (607,905) (512,911) (94,994) 19 % Income tax expense 129 139 (10) (7) % Net loss $ (608,034) $ (513,050) $ (94,984) 19 % Revenue Flight Services Flight services revenue primarily includes consideration for our performance of customer-directed flights and on-base operations for various DOD agencies.
The purchase consideration of $7.2 million was, preliminary, allocated to $3.3 million of goodwill, primarily resulting from the combined workforce and expected increased regulatory efficiencies, $2.5 million of total intangible assets comprising of $2.4 million of acquired customer relationships intangible asset and $0.1 million of acquired developed technology intangible asset, $1.5 million of acquired current assets, primarily cash and accounts receivable, $0.3 million of acquired 34 Table of Contents fixed assets, and $0.4 million of acquired current liabilities.
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 contract 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.
Development of the Urban Air Mobility (“UAM”) Market Our revenue will be directly tied to the continued development of short distance aerial transportation. While we believe the market for UAM will be large, it remains undeveloped and there is no guarantee of future demand.
While we believe the global market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We delivered our first aircraft for initial service operations with the DOD in September 2023 and are targeting initial passenger operations in 2025 or 2026.
Amounts recognized as of the acquisition date are provisional and subject to change within the measurement period as the Company’s fair value assessments are finalized.
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.
We may also be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD. Vertically-Integrated Business Model Our business model is to serve as a vertically-integrated eVTOL transportation service provider.
We are actively pursuing additional contracts with the DOD and other government agencies in these areas and believe that our investments in hydrogen-electric and autonomous technology will position us well to capitalize on these opportunities, but we may be unable to secure additional contracts or continue to grow our relationship with the U.S. government and/or DOD.
Removed
We delivered our first aircraft for initial service operations with the DOD in September 2023 and are targeting commercial passenger operations in 2025. Our business will require significant investment leading up to launching these services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization.
Added
The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge. According to our modeling, more than 99% of urban routes in cities such as New York City and Los Angeles are significantly shorter than this, enabling higher utilization through faster turnaround times of our aircraft.
Removed
Our aircraft was originally intended to be certified in line with the FAA’s existing Part 23 requirements for Normal Category Airplanes, with special conditions introduced to address requirements specific to our unique aircraft.
Added
By combining the freedom of air travel with the efficiency of our aircraft, we expect to deliver journeys that are up to 10 times faster than driving, and it is our goal to steadily drive down end-user pricing in the years following commercial launch to make the service widely accessible.
Removed
In May 2022, the FAA indicated that they were revisiting the decision to certify all eVTOLs under Part 23 and would, instead, require certification under the “powered lift” classification. Based on the FAA’s revised certification requirements, we re-signed an updated stage 4 "G-1" certification basis in July 2022, which was published in the federal register in November 2022.
Added
Key Factors Affecting Operating Results See the section entitled “ Risk Factors ” for a further discussion of these considerations. Development of the Global Urban Air Mobility (“UAM”) Market Our revenue will be directly tied to the continued development of short distance aerial transportation.
Removed
The FAA has indicated that they do not expect the relevant operational regulations, or Special Federal Aviation Regulations (“SFARs”), for eVTOL aircraft to be finalized until late 2024.
Added
We will need to comply with these SFARs as we add our aircraft to our Part 135 operating certificate.
Removed
In addition to the operational learnings and advanced research support, our contracts, which we expanded in July 2022 and again in April 2023, have a total potential value of more than $131 million through 2026. We are actively pursuing additional contracts and relationships that would further secure these on-base operations going forward.
Added
We expect the FAA type certificate will be reciprocated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities. In 2022, we applied for aircraft certification in the United Kingdom and Japan.
Removed
Our U.S. government contracting parties may modify, curtail or terminate its contracts with us without prior notice, either at its convenience or for default based on performance, or may decline to accept 32 Table of Contents performance or exercise subsequent option years.
Added
In 2023, we signed an agreement with Road and Transport Authority of Dubai (“RTA”) for Joby to provide air taxi services in Dubai. The RTA agreement includes a roadmap for local approval by the UAE General Civil Aviation Authority that could precede type certification by the FAA.
Removed
We expect our research and development expenses to increase as we increase staffing to support aircraft engineering and software development, build aircraft, and continue to explore and develop next generation aircraft and technologies. 33 Table of Contents Selling, General and Administrative Expenses Selling, general and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, and human resource functions.
Added
We believe that the DOD is potentially shifting its priorities under the Agility Prime program towards hybrid aircraft and autonomous flight technologies and as a result our existing contracts may be reduced or modified.
Removed
Investment in SummerBio, LLC Following the outbreak of the COVID-19 pandemic, our management determined that certain previously developed technology that was accessible to us could be repurposed and applied to providing high-volume, rapid COVID-19 diagnostic testing through its investment in SummerBio, LLC (“SummerBio”), a related party.
Added
As part of the acquisition, we 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”).
Removed
The Company accounted for its investment in SummerBio under the equity method of accounting with an ownership interest of approximately 44.5% as of December 31, 2022. In June 2022, SummerBio notified us of its decision to wind down testing operations and close the business, which SummerBio substantially executed by the end of December 2022.
Added
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 us as a result of the acquisition, and the weighted volume average price of our common stock at the end of the lock-up period.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. Interest Rate Risk We are exposed to market risk for changes in interest rates applicable to our short-term investments. We had cash, cash equivalents, restricted cash and investments in short-term marketable securities totaling $1,033.0 million as of December 31, 2023.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. Interest Rate Risk We are exposed to market risk for changes in interest rates applicable to our short-term investments. We had cash, cash equivalents, restricted cash and investments in short-term marketable securities totaling $933.6 million as of December 31, 2024.
Foreign Currency Risk We are not exposed to significant foreign currency risks related to our operating expenses as our foreign operations are not material to our consolidated financial statements. 40 Table of Contents
Foreign Currency Risk We are not exposed to significant foreign currency risks related to our operating expenses as our foreign operations are not material to our consolidated financial statements. 41 Table of Contents

Other JOBY 10-K year-over-year comparisons