ThZeal - The Zeal

Delaware

001-39524

98-1548118

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

333 ENCINAL STREET

SANTA CRUZ

California

95060

(Address of Principal Executive Offices)

(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

JOBY

New York Stock Exchange

Warrants to purchase common stock

JOBY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On January 22, 2025, the Board of Directors (the “Board”) of Joby Aviation, Inc. (the “Company”) approved and adopted amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), effective immediately.

•replace provisions requiring suspension of voting rights for shares held by stockholders who are not “citizens of the United States” (as defined in Section 40102 of Subtitle VII of Title 49 of the United States Code, as amended from time to time) to the extent the combined voting power held by all such stockholders exceeds 25% of the combined voting power of all outstanding stock with provisions requiring that the Company not operate under a Federal Aviation Administration Part 135 air carrier or operating certificate unless it is in compliance with the applicable requirements for such certificate;

•clarify certain provisions regarding the provision of timely notice of business to be brought before an annual meeting of stockholders;

•enhance disclosure requirements in connection with stockholder nominations of directors and notices of business to be brought before an annual meeting of stockholders, including information on such proposing stockholder’s security ownership, including ownership of derivative securities and proportionate interests, and the Board’s option to request additional information from a proposing stockholder, nominating person or requesting person as may be reasonably required;

•enhance disclosure in connection with disregarding any nomination and any related proxies or votes in instances where a nomination was previously included in the Company’s proxy statement and related materials and/or the Company has received votes related to the election of such nomination, but the stockholder who proposed such nomination does not comply Rule 14a- 19(a)(2) of Rule 14a-19(a)(3) of the Exchange Act; and

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Exhibit No.						Description
3.1						Amended and Restated Bylaws of Joby Aviation, Inc
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Joby Aviation, Inc.

Date:

January 24, 2025

By:

/s/ Kate DeHoff

Name:

Kate DeHoff

Title:

General Counsel and Corporate Secretary