Item 3.02 Unregistered Sales of Equity Securities
On October 25, 2021, Joby Aviation, Inc. a Delaware corporation (the "Company")
consummated the Joby Holdings Share Issuances (as defined below). The disclosure
under Item 8.01 of this Report relating to the Joby Holdings Share Issuances is
incorporated into this Item 3.02 by reference.
The Company issued the foregoing securities under Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of
Regulation D promulgated under the Securities Act, as a transaction not
requiring registration under Section 5 of the Securities Act. The parties
receiving the securities represented their intentions to acquire the securities
for investment only and not with a view to or for sale in connection with any
distribution, and appropriate restrictive legends were affixed to the
certificates representing the securities (or reflected in restricted book entry
with the Company's transfer agent). The parties also had adequate access,
through business or other relationships, to information about the Company.
Item 8.01 Other Events.
On October 25, 2021, the Company completed the transactions contemplated by the
Reorganization Agreement dated as of October 25, 2021 (the "Reorganization
Agreement"), by and among the Company, Joby Holdings, Inc., a Delaware
corporation ("Joby Holdings") and JA Holdings Acquisition Corp., a wholly owned
subsidiary of the Company ("Holdings Merger Sub") pursuant to which (a) the
Holdings Merger Sub merged with and into Joby Holdings, and the separate
corporate existence of Holdings Merger Sub ceased and Joby Holdings survived as
a wholly owned subsidiary of the Company (the "First Merger"), and
(b) immediately following the First Merger, Joby Holdings was merged with and
into the Company, following which the separate corporate existence of Joby
Holdings ceased and the Company continued as the surviving corporation (the
"Second Merger" and, together with the First Merger, the "Joby Holdings
Reorganization").
Upon consummation of the Joby Holdings Reorganization, (a) each share of capital
stock of Joby Holdings that was issued and outstanding immediately prior to the
effective time of the First Merger (other than any Dissenting Shares, as defined
in Reorganization Agreement) was cancelled and converted into a right to receive
such a number of shares of common stock of the Company as set forth in the
Reorganization Agreement (the "Joby Holdings Share Issuances"), and
(b) immediately following the effective time of the Second Merger, each share of
common stock of the Company held by Joby Holdings immediately prior to the
Second Merger was cancelled and retired by the Company. As a result, an
aggregate of 98,802,553 shares of the Company's common stock held by Joby
Holdings were cancelled and retired, and an aggregate of 98,357,200 shares of
the Company's common stock were issued to the prior stockholders of Joby
Holdings. Accordingly, the completion of the Joby Holdings Reorganization, did
not result in any increase in the number of outstanding shares of the Company's
common stock.
A press release describing the Joby Holdings Reorganization is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release, dated as of October 25, 2021--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
JOBY AVIATION, INC. 
