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  140 Scott Drive

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Washington, D.C.

December 13, 2024

CONFIDENTIAL AND PROPRIETARY

DELIVERY VIA SECURE FILE TRANSFER

Ms. Mindy Hooker & Mr. Hugh West

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Joby Aviation, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2023

 File No. 001-39524

Dear Ms. Hooker & Mr. West:

On behalf of Joby Aviation, Inc. (the “Company”), we are writing this letter in response to the comments (the “Comments”) received by the Company from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated December 5, 2024 in connection with the Company’s Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-39524) (the “Form 10-K”).

Set forth below are the Company’s responses to the Comments (the “Response”). For the Staff’s convenience, the Comments are set forth below in italics. We have enclosed with this Response a FOIA Confidential Treatment Letter.

* * * * *

[***] Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83

Confidential Treatment Requested by Joby Aviation, Inc.

December 13, 2024

Page 2

1.Please provide a detailed legal analysis regarding whether the Company and each of its subsidiaries meets the definition of an “investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940. Please include in your analysis all relevant calculations under Section 3(a)(1)(C) as of the most recent fiscal quarter end, identifying each constituent part of the numerators and denominators. Please also describe and discuss any substantive determinations and/or characterizations of assets that are material to your calculations.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that neither the Company nor any of its subsidiaries is an “investment company” under Section 3(a)(1)(C) of the Investment Company Act of 1940, as amended (the “1940 Act”), because the Company and each of its subsidiaries meets the requirements under Section 3(a)(1)(C) or under Section 3(c)(12) and/or qualifies for the safe harbor from “investment company” status provided in Rule 3a-8 under the 1940 Act. The Company provides an analysis of each of Section 3(a)(1)(C), Section 3(c)(12) and Rule 3a-8 under the 1940 Act below.

A.Section 3(a)(1)(C)

Section 3(a)(1)(C) of the 1940 Act defines an “investment company” as any company that [1] is in the business of investing, reinvesting, owning, holding, or trading in securities and [2] owns or proposes to acquire “investment securities” having a value exceeding 40% of its total assets (other than U.S. government securities and cash items) on an unconsolidated basis (such second prong, the “40% Test”). For purposes of the 40% Test, direct voting interests in majority-owned subsidiaries that neither are “investment companies” under the 1940 Act nor rely on a “private fund” exclusion from the definition of an “investment company” provided by Section 3(c)(1) or Section 3(c)(7) of the 1940 Act are excluded from the definition of investment securities and instead are considered as operational assets that are included in the total assets of the issuer.1

i.Section 3(a)(1)(C) – Engaging in the Business of Investing, Reinvesting, Owning, Holding, or Trading in Securities

With respect to the first prong of Section 3(a)(1)(C), neither the Company nor any of its subsidiaries is in the business of investing, reinvesting, owning, holding, or trading in securities, because they each have been collectively engaged in the business of developing an all-electric, vertical take-off and landing (“eVTOL”) air taxi. The Company respectfully directs the Staff to the analysis set forth in response to comment 2 below concerning the business of the Company and its subsidiaries.

ii.Section 3(a)(1)(C) – 40% Test

The Company is a holding company engaged in business exclusively through a total of one direct and sixteen indirect operating subsidiaries [***] (collectively, the “Operating

1 See 1940 Act Section 3(a)(2) (defining “investment securities” as used in Section 3 of the 1940 Act).

[***] Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83

Confidential Treatment Requested by Joby Aviation, Inc.

December 13, 2024

Page 3

Subsidiaries”). Appendix A hereto includes a list of the Company’s Operating Subsidiaries and a chart showing the Company’s legal structure.2 Each of the Operating Subsidiaries is wholly owned, either directly or indirectly, by the Company.3 As of September 30, 2024 (the Company’s most recent fiscal quarter end), the Company’s sole asset on an unconsolidated basis was its interest in Joby Aero, Inc. (“Legacy Joby”), its wholly owned subsidiary. Accordingly, whether the Company is an investment company under the 40% Test depends primarily on whether Legacy Joby and any of its subsidiaries meet the definition of investment company or rely on one of the 1940 Act’s private fund exclusions.

Legacy Joby is the only Operating Subsidiary that owns any investment securities (each such Operating Subsidiary that is a subsidiary of Legacy Joby, a “Legacy Joby Subsidiary”). Under the 40% Test, therefore, the ratio of investment securities to total assets (less U.S. government securities and cash items) on an unconsolidated basis (the “Asset Ratio”) of each Legacy Joby Subsidiary is 0%, and no Legacy Joby Subsidiary is an “investment company” as defined in Section 3(a)(1)(C) of the 1940 Act.4

2 Note that the number of subsidiaries referenced in Exhibit 21.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, is fewer than the number of entities listed in Appendix A, as the Company has omitted subsidiaries that are not, in the aggregate, “significant” from Exhibit 21.1 as permitted by Item 601(b)(21)(ii) of Regulation S-K, but has listed all of its subsidiaries in Appendix A.

3 [***].

4 As discussed above, the 40% Test also includes investment securities that an issuer “proposes to acquire.” No Legacy Joby Subsidiary currently proposes to acquire investment securities.

[***] Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83

Confidential Treatment Requested by Joby Aviation, Inc.

December 13, 2024

Page 4

With respect to Legacy Joby, the Company has determined that unconsolidated Legacy Joby’s Asset Ratio exceeds 40% as follows:

 Balance Sheet Amount as of September 30, 2024

(in thousands)

  1940 Act Categorization

Cash items

 $ [***]

  Cash

Restricted Cash

 [***]

  Cash

Short-term marketable securities

 [***]

  Investment Securities

Non-interest bearing, ordinary course intercompany and other receivables

 [***]

  Operating assets

Interest-bearing intercompany receivables

 [***]

  Investment Securities

Prepaid expenses

 [***]

  Operating assets

Property and equipment, net

 [***]

  Operating assets

Operating lease right-of-use assets

 [***]

  Operating assets

Intangible assets

 [***]

  Operating assets

Goodwill

 [***]

  Operating assets

Investments in majority-owned subsidiaries

 [***]

  Operating assets

Other assets5

 [***]

  Operating assets

Total assets $ [***]

 As of September 30, 2024

(in thousands, except percentage)

Total Assets Less Cash [Denominator]

 $ [***]

Investment Securities [Numerator]

 $ [***]

40% Test Asset Ratio  67%

However, as described more fully below, Legacy Joby is not an “investment company” under Section 3(a)(1)(C) of the 1940 Act because it qualifies for the non-exclusive safe harbor from the definition of “investment company” for certain “research and development” companies provided by Rule 3a-8 under the 1940 Act (any such company relying on Rule 3a-8, an “R&D Company”). [***]. Accordingly, neither Legacy Joby nor any Legacy Joby Subsidiary relies on a “private fund” exclusion from the definition of an “investment company” provided in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, and as a result, the Company’s interest in Legacy Joby is not an “investment security” within the meaning of the 1940 Act.

In light of the foregoing analysis, the Company’s interest in Legacy Joby is attributed to the Company’s total assets but not to its investment securities in determining the Asset Ratio of the Company. Based on the Company’s assets as of September 30, 2024, on an unconsolidated basis, investment securities account for 0% of the Company’s total assets exclusive of U.S. government securities and cash items.

5 Primarily Uber acquisition related contractual agreement asset, disclosed in Note 5 of the financial statements included in the Form 10-K.

[***] Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83

Confidential Treatment Requested by Joby Aviation, Inc.

December 13, 2024

Page 5

B.Rule 3a-8

Each of the Company and Legacy Joby is not an “investment company” under Section 3(a)(1)(C) of the 1940 Act in reliance on the non-exclusive safe harbor from the definition of “investment company” for R&D Companies provided by Rule 3a-8 under the 1940 Act. Consistent with the purpose of the Rule 3a-8 safe harbor, the Company and Legacy Joby have a need to maintain liquid capital in order to fund their research and development activities. The Company and Legacy Joby rely on Rule 3a-8 in order to make investments in capital preservation investments, which typically allow for a marginally higher rate of return than cash and U.S. government securities at an acceptable level of risk. Consequently, Legacy Joby’s investment securities may exceed the 40% Test at any given time without sacrificing its ability to manage its liquid assets in a prudent manner by investing in capital preservation investments.

Under Rule 3a-8, an issuer will not be deemed to be an “investment company” if the following requirements, among others, are satisfied:6

•For the last four fiscal quarters combined:

◦Research and development expenses7 are a substantial percentage of its total expense for the same period;

◦Net income derived from investments in securities does not exceed twice the amount of research and development expenses;

◦Expenses for investment advisory and management activities, investment research and custody (“Investment-Related Expenses”) do not exceed 5% of total expenses;

•All investments in securities are “capital preservation investments,” except that (i) no more than 10% of the issuer’s total assets consist of “other investments,” or (ii) no more than 25% of the issuer’s total assets consist of “other investments” if at least 75% of such other investments are investments made pursuant to a collaborative research and development arrangement;

•The issuer does not hold itself out as being engaged in the business of investing, reinvesting or trading in securities, and it is not a “special situation investment company”;

6 Note that the relevant consolidated financial information of the Company and Legacy Joby for purposes of Rule 3a-8 are the same. Accordingly, we have not provided a separate analysis for each such entity, as the analysis is identical for both entities.

7 Under Rule 3a-8, “research and development expenses” means research and development costs as defined in FASB ASC Topic 730, Research and Development, as currently in effect or as it may be subsequently revised.

[***] Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83

Confidential Treatment Requested by Joby Aviation, Inc.

December 13, 2024

Page 6

•The issuer is primarily engaged in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities, as evidenced by: (i) the activities of its officers, directors and employees, (ii) its public representations of policies, (iii) its historical development, and (iv) an appropriate resolution of its board of directors, which resolution or action has been recorded contemporaneously in its minute books or comparable documents; and

•The issuer’s board of directors has adopted a written investment policy with respect to its capital preservation investments.

i.Rule 3a-8 Financial Tests

The Company’s and Legacy Joby’s R&D Expenses are a substantial percentage of their total expenses.

The term “substantial” is not defined under Rule 3a-8; however, the Staff has stated that a ratio of R&D Expenses to total expenses greater than or equal to 20% will generally be considered a substantial percentage where an issuer otherwise meets the requirements of Rule 3a-8.8 Based on such guidance, each of the Company’s and Legacy Joby’s R&D Expenses9, for the last four fiscal quarters combined on a consolidated basis with its wholly owned subsidiaries, constitute a substantial percentage of its total expenses (inclusive of costs of revenue10) over the same period.

The Company’s and Legacy Joby’s R&D Expenses as a percentage of total expenses comprise the following for the four quarters ended September 30, 2024 on a consolidated basis:

 Four Quarters Ended September 30, 2024

(in thousands, except percentage)

R&D Expenses $ 456,894

Total Expenses $ 576,232

Ratio 79  %

Each of the Company and Legacy Joby meet this requirement of Rule 3a-8, as each had R&D Expenses that exceeded 20% of its total expenses for the last four fiscal quarters combined.

8 See Cooley Godward Kronish LLP, SEC Staff No-Action Letter (July 12, 2007).

9 The Company’s 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 incurred in connection with the design, development and testing of the Company’s eVTOL air taxi. The Company’s R&D Expenses comply with Rule 3a-8(b)(9).

10 See Applied Materials, Inc., Investment Company Act Rel. No. 27064 (Sept. 13, 2005) (application for exemptive order).

[***] Certain confidential information contained in this document, marked by bracketed asterisks, has been omitted and filed separately with the SEC pursuant to 17 C.F.R. § 200.83

Confidential Treatment Requested by Joby Aviation, Inc.

December 13, 2024

Page 7

Each of the Company’s and Legacy Joby’s net income derived from investments in securities did not exceed twice the amount of its R&D Expenses for the four quarters ended September 30, 2024.

To rely on Rule 3a-8, an issuer’s net income derived from investments in securities, for the last four fiscal quarters combined, must not exceed twice the amount of its R&D Expenses for the same period.

Each of the Company’s and Legacy Joby’s net income derived from investments in securities as a percentage of R&D Expenses consisted of the following for the four quarters ended September 30, 2024:

 Four Quarters Ended September 30, 2024

(in thousands)

Net Income from Securities Investments $ [***]

R&D Expenses $ 456,894

2x R&D Expenses $ 913,788

Each