SEC Form SC 13D filed by Joby Aviation Inc.

Under the Securities Exchange Act of 1934
(Amendment No. )*

Joby Aviation, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

G65163 100

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 10, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of Joby Aviation, Inc., a Delaware corporation (the “Issuer” or “Joby”). The address of the principal executive offices of the Issuer is 2155 Delaware Avenue, Suite #225 Santa Cruz, CA 95060. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managing members and each other person controlling C-L Partners, TIF GP and TIGF GP (the “Listed Persons”) required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference herein.

Since October 19, 2016, the Reporting Persons invested in multiple series of preferred stock of Joby Aero, inc., a privately held Delaware corporation (after the Closing (as defined below), “Old Joby”).

On August 10, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021, by and among the Issuer, RTP Merger Sub Inc. (“Merger Sub”) and Old Joby, Merger Sub merged with and into Old Joby with Old Joby surviving as a wholly owned subsidiary of the Issuer (the “Merger”). Upon consummation of the Merger (the “Closing”), each issued and outstanding share of common stock of Old Joby was automatically cancelled and converted into approximately 3.4572 Common Shares of the Issuer.

As a result of the foregoing, the shares of common stock of Old Joby beneficially held by the Reporting Person were converted into an aggregate of 37,455,596 shares of Common Stock of the Issuer.

Also on August 10, 2021, TIF LP and TIGF LP purchased 2,600,000 and 900,000 shares, respectively, of Joby common stock at $10.00 per share in a private placement (the “PIPE Shares”). The aggregate purchase price of the PIPE Shares was $35 million.

The funds used by Capricorn-Libra, TIF LP and TIGF LP to acquire the securities described above were obtained from their general and limited partners.

On August 10, 2021, the Closing occurred and the Reporting Persons became the beneficial owners of an aggregate of 40,955,596 shares of Common Stock in connection with the Merger.

The Reporting Persons acquired the Common Stock for investment purposes. Except as set forth herein and except that the Reporting Persons or any of their affiliates may, from time to time or at any time, subject to market conditions and other factors, purchase additional Common Stock in the open market, in privately negotiated transactions or otherwise, or sell or distribute in kind at any time all or a portion of the Common Stock now owned or hereafter acquired by them, as of the date of this Schedule 13D, none of the Reporting Persons has any present plans which relate to or would result in:

Saluja served on the board of directors of Old Joby prior to the Closing and, following the Closing, Saluja joined the board of directors of the Issuer. As a director of the Issuer, Saluja may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of this Item 4.

The information set forth in Items 3, 5 and 6 is incorporated by reference herein.

In connection with the Closing, the Issuer, Capricorn-Libra, TIF LP and certain other stockholders entered into lock-up agreements (the “Lock-up Agreements”) pursuant to which the Reporting Persons are contractually restricted from selling or transferring any Common Stock (the “Lock-up Shares”) for certain periods of time. Such lockup restrictions began on the Closing and end in tranches of 20% of the Lock-up Shares at each of (i) the earlier of (x) the one year anniversary of Closing or (y) the date on which the last reported sale price of the Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, (ii) the two-year anniversary of the Closing, (iii) the three-year anniversary of the Closing, (iv) the four-year anniversary of the Closing and (v) the five-year anniversary of the Closing. Further, if the Issuer completes a transaction that results in a change of control, the Lock-up Shares are released from restriction immediately prior to such change of control.

In connection with the Closing, the Issuer, Capricorn-Libra, TIF LP and certain other stockholders of the Issuer entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer agreed to file a shelf registration statement with respect to the registrable securities under the Registration Rights Agreement within thirty calendar days of the Closing. Certain stockholders, including Capricorn-Libra and TIF LP, may request to sell all or any portion of their registrable securities in an underwritten offering up to two times in any 12-month period, so long as the total offering price is reasonably expected to exceed $100.0 million. The Issuer also agreed to provide “piggyback” registration rights, subject to certain requirements and customary conditions. The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and indemnify the stockholders against certain liabilities.

The foregoing descriptions of the Lock-up Agreement and Registration Rights Agreement are qualified in their entirety by reference to each agreement, copies of which are attached hereto as exhibits and are incorporated by reference in this Item 6.

A. Form of Lock-up Agreement (incorporated by reference to Exhibit 10.20(b) to the Issuer’s Current Report on Form 10-K (File No. 1-39524) , filed with the SEC on August 16, 2021)

B. Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 10-K (File No. 1-39524) , filed with the SEC on August 16, 2021)

C. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE I

Manager of C-L Partners

Dipender Saluja

c/o Capricorn Investment Group, LLC

250 University Avenue, Suite 300

Palo Alto, California 94301

Principal Occupation: Venture Capital investment

Citizenship: United States of America

Managers of TIF LLC

Dipender Saluja

c/o Capricorn Investment Group, LLC

250 University Avenue, Suite 300

Palo Alto, California 94301

Principal Occupation: Venture Capital investment

Citizenship: United States of America

Ion Yadigaroglu

c/o Capricorn Investment Group, LLC

250 University Avenue, Suite 300

Palo Alto, California 94301

Principal Occupation: Venture Capital investment

Citizenship: United States of America 

Managers of TIGF LLC

Dipender Saluja

c/o Capricorn Investment Group, LLC

250 University Avenue, Suite 300

Palo Alto, California 94301

Principal Occupation: Venture Capital investment

Citizenship: United States of America

Ion Yadigaroglu

c/o Capricorn Investment Group, LLC

250 University Avenue, Suite 300

Palo Alto, California 94301

Principal Occupation: Venture Capital investment

Citizenship: United States of America

Capricorn Investment Group, LLC

250 University Avenue, Suite 300

Palo Alto, California 94301

Principal Occupation: Venture Capital investment

Citizenship: Delaware

Exhibit(s):

C - Joint Filing Agreement

EXHIBIT C

JOINT FILING AGREEMENT

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of Joby Aviation, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.