01Facility ceiling vs. cash outlay

ATM ceiling is 1.67x the cash needed at close

Dollar-for-dollar comparison. The ATM is a ceiling, not a commitment — Joby controls the pace.

ATM facility max
aggregate proceeds
$0$450M$750M
Resonant cash
due at close, 1H 2027
$0$750M
Coverage ratio1.67xfacility / cash need

The 8-K does not explicitly earmark ATM proceeds for the Resonant cash consideration; the link is inferred from filing proximity and Joby's cash-burn profile.

02Terms of the tap

Slow-drip ceiling, not a priced follow-on

The ATM is sold "from time to time at the Company's sole discretion" — shares drip into prevailing liquidity, not a single overnight priced deal.

Maximum commission rate3.0%
Sales methodAt-the-market
Shelf registrationS-3 (333-282809)
Manager syndicate4 firms
Morgan Stanley
agent
J.P. Morgan
agent
Allen & Co.
agent
BofA Securities
agent

03Why the dilution is path-dependent

Every share sold near the 52-week low is dilutive

The ATM drips shares into whatever price prevails. Below: illustrative slow-drip pacing against the $750M ceiling.

Illustrative pacing for visualization only — actual timing, size, and price of each sale are at the company's sole discretion and unknown ex-ante.

04Upper-bound dilution

If the full ceiling were drawn at spot

Hypothetical: $750M sold entirely at the $8.42 close.

~89.1Mnew shares

upper-bound illustration, not a commitment
Hypothetical draw price$8.42 / sh
Implied proceeds$750M
New shares ($750M / $8.42)~89.1M

Joby's actual share count outstanding was not in the sourced 8-K, so this is an upper bound on share count, not a precise dilution percentage. Realized dilution depends on how aggressively management taps the facility and at what prices.