Joby Aviation Inc美股招股说明书(2025-10-08版)

Joby Aviation, Inc. Common Stock We are offering 30,500,000 shares of our common stock, par value $0.0001 per share. Our common stock is listed on the New York Stock Exchange under the symbol “JOBY.” On October 6, 2025, the last reportedsale price of our common stock on the New York Stock Exchange was $19.57 per share. Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on pageS-6. PRICE $16.85A SHARE Per ShareTotal (1)See the section titled “Underwriters” for a description of the compensation payable to the underwriters. We intend to grant the underwriter an option to purchase up to an additional 4,575,000 of shares from us at the price, less theunderwriting discounts and commissions. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary isa criminal offense. The underwriter expects to deliver the shares to purchasers onOctober 9, 2025. MORGAN STANLEY October 7, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENTSUMMARYRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICY S-1DILUTIONS-12S-3MATERIAL U.S. FEDERAL INCOME TAXCONSEQUENCES TO NON-U.S. HOLDERSS-14S-6UNDERWRITERSS-18 S-9LEGAL MATTERSS-10EXPERTSS-11WHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK 1DESCRIPTION OF DEBT SECURITIES122DESCRIPTION OF OTHER SECURITIES20 3GLOBAL SECURITIES5SELLING SECURITYHOLDERS6PLAN OF DISTRIBUTION7LEGAL MATTERS8EXPERTS 2125262727 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated byreference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus datedOctober 24, 2024, included in our registration statement on Form S-3 (File No. 333-282809), along with the documents incorporatedby reference therein, which provides more general information, some of which may not apply to this offering. Generally, when werefer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between theinformation contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectusor in any document incorporated by reference that was filed with the Securities and Exchange Commission (the “SEC”) before thedate of this prospectus supplement, on the other hand, you should rely on the information contained in this prospectus supplement. Ifany statement in one of these documents is inconsistent with a statement in another document having a later date-for example, adocument incorporated by reference in the accompanying prospectus-the statement in the document having the later date modifies orsupersedes the earlier statement. This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with theSEC. Under this shelf registration process, we may offer from time to time various securities, of which this offering of shares of ourcommon stock is a part. Such registration statement also includes exhibits that provide more detail on the matters discussed in thisprospectus supplement and the accompanying prospectus. You should read this prospectus supplement, the accompanying prospectus,including the information incorporated by reference herein and therein, and the exhibits filed with the SEC in their entirety beforemaking an investment decision. We have not, and the underwriter has not, authorized anyone to provide you with information, or to make any representation,different from that contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We and theunderwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documentsincorporated by reference in this prospectus supplement and the accompanying prospectus is accurate only as of the respective dates ofthose documents, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may havechanged since those dates. We further note that the representations, warranties and covenants made by us in any agreement that is filed a