← Back to JOBY filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Joby Aviation, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with our Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis includes forward-looking statements that involve risks and uncertainties. Please see the section of this Quarterly Report on Form 10-Q titled “Special Note Regarding Forward-Looking Statements.”
Overview
We have spent more than a decade designing and testing a piloted all-electric, vertical take-off and landing (“eVTOL”) air taxi that we intend to operate as part of a fast, quiet and convenient service in cities around the world. The aircraft is quiet when taking off, near silent when flying overhead and is being designed to transport a pilot and up to four passengers - or a targeted payload of up to 1,000 pounds - at speeds of up to 200 mph. The aircraft is optimized for urban routes, with a target range of up to 100 miles on a single charge. According to our modeling, more than 99% of urban routes in cities such as New York City and Los Angeles are significantly shorter than this, enabling higher utilization through faster turnaround times of our aircraft. By combining the freedom of air travel with the efficiency of our aircraft, we expect to deliver journeys that are up to 10 times faster than driving, and it is our goal to steadily drive down end-user pricing in the years following commercial launch to make the service widely accessible. The low noise enabled by the all-electric powertrain will allow the aircraft to operate around dense, urban areas while blending into the background noise of cities. As the first eVTOL aircraft developer to receive a signed, stage 4 G-1 certification basis which was subsequently published in final form in the Federal Register, we believe we are well positioned to be the first eVTOL manufacturer to earn standard airworthiness certification from the Federal Aviation Administration (“FAA”). We have multiple special airworthiness certificates already issued by the FAA for our fleet of pre-type certification aircraft.
We have identified three potential routes to market: (1) Joby owned and operated air taxi service (2) affiliate owned and operated service and (3) direct sales and defense. We plan to manufacture, operate and sell our aircraft, and are building a vertically integrated transportation company to maximize the value of our investments. In addition to building a novel aircraft, we are also building a proprietary operating system that integrates data across aircraft build, operations and maintenance. At the front end, we are developing a convenient app to deliver the first on-demand, aerial ridesharing service. We are targeting carrying our first passengers in 2026. We believe this vertically-integrated business model will generate the greatest economic returns over time, while providing us with end-to-end control and information regarding customer experience to optimize for customer safety, comfort and value.
In August 2025, we acquired Blade Urban Air Mobility, Inc. and its subsidiaries (“Blade”), a technology-powered, global urban air mobility platform. Following the acquisition, Blade continues to operate its air charter broker service as our wholly owned subsidiary. The acquisition unlocked immediate market access, including an established customer base, operational expertise, airport relationships and infrastructure across key urban corridors in New York City and Southern Europe and we believe these will allow us to combine our best-in-class technology with Blade’s experience in delivering premium customer transportation at scale once our aircraft is certified.
Since our inception in 2009, we have been primarily engaged in research and development of eVTOL aircraft. We have incurred net operating losses and negative cash flows from operations in every year since our inception. As of June 30, 2026, we had an accumulated deficit of $3,141 million. We have funded our operations primarily with proceeds from the issuance of stock, convertible notes and the proceeds from our merger in August 2021 with Reinvent Technology Partners, (“RTP”), a special purpose acquisition company, through which we became a publicly-traded company.
Key Factors Affecting Operating Results
For a more comprehensive discussion of the risks and uncertainties that could impact the Company’s business, please see the section entitled “Risk Factors” in the Company’s annual report on Form 10-K for the year ended December 31, 2025 and in our Quarterly Report for the quarter ended March 31, 2026.
Development of the Global Urban Air Mobility (“UAM”) Market
Our revenue will be directly tied to the continued development of short distance aerial transportation. While we believe the global market for UAM will be large, it remains undeveloped and there is no guarantee of future demand. We are targeting carrying our first passengers in 2026. Our business will require significant investment leading up to launching these services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, infrastructure and commercialization.
30
Table of Contents
We believe one of the primary drivers for adoption of our aerial ridesharing service is the value proposition and time savings offered by aerial mobility relative to traditional ground-based transportation. Additional factors impacting the pace of adoption of our aerial ridesharing service may include but are not limited to: perceptions about eVTOL quality, safety, performance and cost; perceptions about the limited range over which eVTOL may be flown on a single battery charge; volatility in the cost of oil and gasoline; availability of competing forms of transportation, such as ground, air taxi or ride-hailing services; the development of adequate infrastructure; consumers’ perception about the safety, convenience and cost of transportation using eVTOL relative to ground-based alternatives; and increases in fuel efficiency, autonomy, or electrification of cars. In addition, macroeconomic factors could impact demand for UAM services, particularly if end-user pricing is at a premium to ground-based transportation alternatives. We anticipate initial operations in the U.S. under the eVTOL Integration Pilot Program (“eIPP”) to be followed by operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for early eVTOL operations.
Competition
We believe that the primary sources of competition for our service are ground-based mobility solutions, other eVTOL developers/operators and local/regional incumbent aircraft charter services. While we expect to be first to market with an eVTOL facilitated aerial ridesharing service, we expect this industry to be dynamic and increasingly competitive and our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not receive any competitive advantage or may be overtaken by other competitors. If new or existing companies launch competing solutions in the markets in which we intend to operate or obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing consumer and community acceptance for eVTOL aircraft and aerial ridesharing, making it easier for them to obtain the permits and authorizations required to operate an aerial ridesharing service in the markets in which we intend to launch or in other markets. If we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 and in our Quarterly Report for the quarter ended March 31, 2026.
Government Certification
We signed a revised, stage 4 “G-1” certification basis for our aircraft with the FAA in July 2022, which was published in final form in the Federal Register in March 2024. This agreement lays out the specific requirements that need to be met by our aircraft for it to be certified for commercial operations. Reaching this milestone marks a key step towards certifying any new aircraft in the U.S. We think of the FAA type certification process in five stages and have made significant progress towards certification. We have completed or substantially completed three of these five stages, are approximately 75% complete in the fourth stage and are making steady progress through the fifth stage. While type certification is required for us to conduct widespread commercial operations in the United States, we see increasingly attractive opportunities under the eIPP to begin initial flights in key U.S. markets that align with our plans for priority launch markets, prior to type certification.
In 2022, we received our Part 135 operating certificate, which is required for us to operate an on-demand air service and allows us to operate the service with conventional aircraft. In October 2024, the FAA published the Special Federal Aviation Regulations (“SFARs”), which include operational regulations related to eVTOLs. We will need to comply with these SFARs as we add our aircraft to our Part 135 operating certificate. If the FAA requires further modifications to our existing G-1 certification basis, makes subsequent modifications to the SFARs, or if there are other regulatory changes or revisions, this could delay our ability to obtain type certification, and could delay our ability to launch our commercial passenger service.
We expect the FAA type certificate will be validated in certain international markets pursuant to bilateral agreements between the FAA and its counterpart civil aviation authorities in other countries. In 2022, we applied for aircraft certification in the United Kingdom and Japan. In 2023, we signed an agreement with Road and Transport Authority of Dubai (“RTA”) for Joby to provide air taxi services in Dubai. The RTA agreement includes a roadmap for local approval by the UAE General Civil Aviation Authority that could precede type certification by the FAA. These arrangements provide a means of efficient international expansion as we develop commercial operations around the world.
In addition to certifying our aircraft, we will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our aerial ridesharing service. We anticipate being able to meet the requirements of such authorizations and certifications. If we fail to obtain any of the required authorizations or certifications, or do so in a timely manner, or if any of these authorizations or certifications are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial service or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition and/or results of operations.
31
Table of Contents
U.S. Government Contracts
In December 2020, we became, to our knowledge, the first company to receive airworthiness approval for an eVTOL aircraft for a flight clearance from the USAF to conduct a government test. Our multi-year relationship with the DOD and other U.S. government agencies has provided us with a compelling opportunity to more thoroughly understand the operational capabilities and maintenance profiles of our aircraft in advance of commercial launch.
With growing USAF interest in hybrid powertrains and autonomy in aviation, we leveraged our existing aircraft platform to address these areas. In the summer of 2025, we participated in the USAF’s Resolute Force Pacific (“REFORPAC”) exercise, successfully demonstrating our Superpilot(TM) autonomous flight technology. We continue to work on autonomy programs with the USAF, including a multi-million dollar, multi-year program to advance our autonomy technology. Additionally, we are working with L3Harris on leveraging our platform to address opportunities to sell aircraft for defense applications. We are actively pursuing additional contracts with the DOD and other government agencies in these areas and believe that our investments in hydrogen-electric and autonomous technology position us to capitalize on these opportunities in the future.
Vertically-Integrated Business Model
Our primary business model is to serve as a vertically-integrated eVTOL transportation service provider. Present projections indicate that payback periods on aircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market adoption. As with any new industry and business model, numerous risks and uncertainties exist. Our projections are dependent on certifying and delivering aircraft on time and at a cost that will allow us to offer our service at prices that a sufficient number of customers will be willing to pay for the time and efficiency savings they receive from utilizing our eVTOL services. Our aircraft include parts and manufacturing processes unique to eVTOL aircraft, in general, and our product design, in particular. We have used our best efforts to estimate costs in our planning projections. However, the variable cost associated with assembling our aircraft at scale remains uncertain at this stage of development. Our vertically-integrated business model also relies, in part, on developing and certifying component parts rather than sourcing already certified parts from third-party suppliers. While we believe this model will ultimately result in a more performant aircraft and better operating economics, the increased time and effort required to develop and certify these components may result in delays compared to alternative approaches.
Our vertically-integrated approach is also dependent on recruiting, developing and retaining the right talent at the right time to support engineering, certification, manufacturing, and go-to-market operations. As we progress through the certification process, we will have an increasing need to accelerate hiring in selected areas. If we are unable to add sufficient headcount it could impact our ability to meet our expected timelines for certification and entry into service.
The global economy has recently seen a significant rise in tariffs and other protective trade measures that have applied to a wide range of finished goods and raw materials. While tariffs have not had a significant impact on our business, financial condition or results of operations to date due to the limited scale of our prototype manufacturing and focus on certification efforts, over time new tariffs or other restrictions imposed in connection with trade wars or political instability could increase the costs of raw materials and other goods, both for us and our suppliers, particularly as we begin to scale our manufacturing operations and produce aircraft for commercial use. We believe that our high level of vertical integration, coupled with our investments in U.S. manufacturing facilities, gives us a competitive advantage with increased flexibility to adapt to future trade policy changes and are actively working to minimize the potential impact of any such tariffs or other restrictions. For a more comprehensive discussion, please see the section entitled “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 and in our Quarterly Report for the quarter ended March 31, 2026.
The success of our business is also dependent, in part, on the utilization rate of our aircraft, which is the amount of time our aircraft spend in the air carrying passengers. We intend to maintain a high daily aircraft utilization rate, and reductions in utilization will adversely impact our financial performance. High daily aircraft utilization is achieved in part by reducing turnaround times at vertiports. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion and unscheduled maintenance events.
32
Table of Contents
Seasonality
Revenue from the Blade passenger business typically peaks during the second and third quarters of each fiscal year due to the busy summer travel season, and experiences lower volume during the first and fourth quarters.
Components of Results of Operations
Revenue
Revenue consists of passenger revenue and other revenue.
Passenger revenue primarily includes revenue generated from the transportation of passengers via helicopter or fixed-wing aircraft, booked through Blade. Flights are typically booked through Blade associates, the Blade app, or third-party channels and paid for principally via credit card transactions, wire transfers, checks, customer credits, and gift cards. Flight payments are typically collected at the time of booking before the performance of the related service, and revenue is recognized when the service is completed.
Other revenue primarily includes revenue from government flight services, engineering services and rental income from third-party leasing arrangements. Government flight services revenue primarily includes consideration for our performance of customer-directed flights and on-base operations for various U.S. Department of Defense (DOD) agencies. The other revenue is recognized (i) over time, as the performance obligations are satisfied, in an amount that reflects the consideration we expect to be entitled to in exchange for those services, typically measured based on flight hours, service hours, milestones, or other relevant metrics; or (ii) at a point in time, upon termination of a contract, if applicable, when we have fulfilled our obligations and no further performance is required.
Operating expenses
Cost of Revenue
Cost of Revenue consists primarily of costs related to operators of aircraft and vehicles, flight support, maintenance personnel, expenses associated with support aircraft such as rent and fuel, depreciation of capitalized ground support equipment, and our aircraft fuel or electricity cost, landing fees, pilot salaries, as directly attributed to our performance of the flight services, costs of providing engineering services and costs associated with rental income from third-party leasing arrangements. Flight services expenses do not include the costs of manufacturing our aircraft and aircraft parts as such costs are expensed when incurred as Research and Development Expenses (see below).
Research and Development Expenses
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. Research and development expenses are partially offset by payments we received in the form of government grants, including those received under the Agility Prime program.
We expect our research and development expenses to increase as we increase staffing to support aircraft engineering and software development, build aircraft, and continue to explore and develop next generation aircraft and technologies.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of personnel expenses, including salaries, benefits, and stock-based compensation, related to executive management, finance, legal, and human resource functions. Other costs include business development, contractor and professional services fees, audit and compliance expenses, insurance costs and general corporate expenses, including allocated depreciation, rent, information technology costs and utilities.
We expect our selling, general and administrative expenses to increase as we hire additional personnel and consultants to support the growth of our operations and comply with applicable regulations.
Gain (loss) from changes in Fair Value of Warrants, Earnout Shares and Contingent Consideration
Publicly-traded warrants (“Public Warrants”), private placement warrants issued to Sponsor (“Private Placement Warrants”), warrants issued to Delta Air Lines, Inc. (“Delta Warrants”), shares of common stock owned by Sponsor subject to certain terms on vesting, lock-up and transfer (“Earnout Shares”) and contingent consideration related to Blade acquisition EBITDA Earnout are recorded as liabilities and subject to remeasurement to fair value at each balance sheet date. We expect to incur an incremental income (expense) in the consolidated statements of operations for the fair value adjustments for these outstanding liabilities at the end of each reporting period, except for the Private Placement Warrants,
33
Table of Contents
which were fully exercised on August 11, 2025 as described in Note 8 in our annual report on Form 10-K for the year ended December 31, 2025.
2025 Acquisition
On August 29, 2025, the Company completed the acquisition of 100% of the outstanding equity of Blade Urban Air Mobility, Inc., a wholly owned subsidiary of Strata Critical Medical, Inc., f/k/a Blade Air Mobility, Inc. Blade operates a technology-powered, global urban air mobility platform through which it provides air charter broker and other services. The transaction is expected to unlock immediate market access and infrastructure across key urban corridors in New York City and Southern Europe that allows the Company to combine its best-in-class technology with Blade’s experience of delivering premium customer transportation at scale.
The Company acquired all assets and assumed liabilities of Blade for total purchase consideration of $92.4 million, consisting of (i) 5,325,585 shares of the Company’s common stock with an aggregate fair value of $74.5 million, calculated net of $1.5 million attributed to the Company’s post-combination compensation expense, (ii) payments contingent upon the achievement of future Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) targets with a fair value of $7.6 million (“EBITDA Earnout”), (iii) indemnity holdback amount of $10.0 million (“Indemnity Holdback”), and (iv) pre-combination-attributed fair value of substitution RSUs of $0.3 million. The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, which requires that the assets acquired and liabilities assumed in a business combination be recognized at their estimated acquisition-date fair values (see Note 4).
Interest and Other Income, Net
Interest income consists primarily of interest earned on our cash and cash equivalents and investments in marketable securities.
Provision for Income Taxes
Our provision for income taxes consists of an estimate of federal, state, and foreign income taxes based on enacted federal, state, and foreign tax rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in tax law. Due to the level of historical losses, we maintain a valuation allowance against U.S. federal and state deferred tax assets as it has been concluded it is more likely than not that these deferred tax assets will not be realized.
34
Table of Contents
Results of Operations
Comparison of the Three Months Ended June 30, 2026 to the Three Months Ended June 30, 2025
The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage):
Three Months Ended June 30, Change
2026 2025 ($) (%)
Revenue 38,639 15 38,624 n.m.
Operating expenses:
Cost of Revenue 28,298 10 28,288 n.m.
Research and development 194,662 136,387 58,275 43 %
Selling, general and administrative 76,562 31,482 45,080 143 %
Total operating expenses 299,522 167,879 131,643 78 %
Loss from operations (260,883) (167,864) (93,019) 55 %
Interest and other income, net 18,929 9,849 9,080 92 %
Loss on common stock issuance in private placement — (40,258) 40,258 (100) %
Gain (loss) from change in fair value of warrants, earnout shares and contingent consideration, net (3,347) (126,295) 122,948 (97) %
Total other income (loss), net 15,582 (156,704) 172,286 (110) %
Loss before income taxes (245,301) (324,568) 79,267 (24) %
Income tax expense 142 106 36 34 %
Net loss $ (245,443) $ (324,674) 79,231 (24) %
Revenue
Revenue increased by $38.6 million to $38.6 million during the three months ended June 30, 2026 from $0.0 million during the three months ended June 30, 2025 primarily due to the passenger service revenue from our Blade offering after the Blade acquisition, increased revenue from engineering services provided to third parties and rental income from third-party leasing arrangements.
Operating expenses
Cost of Revenue
Cost of Revenue increased by $28.3 million to $28.3 million during the three months ended June 30, 2026 from $0.0 million during the three months ended June 30, 2025 primarily due to the passenger service costs from our Blade offering after Blade acquisition, cost of providing engineering services and costs associated with third-party leasing arrangements.
Research and Development Expenses
Research and development expenses increased by $58.3 million, or 43%, to $194.7 million during the three months ended June 30, 2026 from $136.4 million during the three months ended June 30, 2025. The increase was primarily attributable to increases in personnel and related costs to support aircraft engineering, software development, prototype manufacturing, and certification.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $45.1 million, or 143%, to $76.6 million during the three months ended June 30, 2026 from $31.5 million during the three months ended June 30, 2025. The increase was primarily attributable to increases in stock-based compensation, payroll, legal and other indirect operating expenses associated with the Blade acquisition and increases in marketing spend.
35
Table of Contents
Total Other Income (Loss), Net
Total other income (loss), net increased by $172.3 million, or 110%, to a gain of $15.6 million during the three months ended June 30, 2026 from a loss of $156.7 million during the three months ended June 30, 2025. The increase was driven primarily by a $122.9 million favorable change in the fair value of warrants, earnout shares and contingent consideration, net. It was further driven by a $9.1 million increase in interest and other income, net, primarily due to higher investible funds following our equity and convertible note offerings in February 2026, partially offset by interest expense on the convertible notes issued in February 2026 and mortgage loan entered into in connection with the acquisition of an industrial property. The increase also reflected the absence in 2026 of a $40.3 million loss recognized in 2025 on the issuance of common stock in a private placement, which represented the difference between the aggregate purchase price received and the fair value of shares issued as of the date of issuance.
Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025
The following table summarizes our historical results of operations for the periods indicated (in thousands, except percentage):
Six Months Ended June 30, Change
2026 2025 ($) (%)
Revenue 62,885 15 62,870 n.m.
Operating expenses:
Cost of Revenue 47,101 10 47,091 n.m.
Research and development 372,132 270,674 101,458 37 %
Selling, general and administrative 138,115 60,479 77,636 128 %
Total operating expenses 557,348 331,163 226,185 68 %
Loss from operations (494,463) (331,148) (163,315) 49 %
Interest and other income, net 36,713 19,747 16,966 86 %
Loss on common stock issuance in private placement — (40,258) 40,258 (100) %
Gain (loss) from change in fair value of warrants, earnout shares and contingent consideration, net 102,667 (55,275) 157,942 (286) %
Total other income (loss), net 139,380 (75,786) 215,166 (284) %
Loss before income taxes (355,083) (406,934) 51,851 (13) %
Income tax expense 310 146 164 112 %
Net loss $ (355,393) $ (407,080) 51,687 (13) %
Revenue
Revenue increased by $62.9 million to $62.9 million during the six months ended June 30, 2026 from $0.0 million during the six months ended June 30, 2025 primarily due to the passenger service revenue from our Blade offering after Blade acquisition, increased revenue from engineering services provided to third parties and rental income from third-party leasing arrangements.
Operating expenses
Cost of Revenue
Cost of Revenue increased by $47.1 million to $47.1 million during the six months ended June 30, 2026 from $0.0 million during the six months ended June 30, 2025 primarily due to the passenger service costs from our Blade offering after Blade acquisition, cost of providing engineering services and costs associated with third-party leasing arrangements.
Research and Development Expenses
Research and development expenses increased by $101.5 million, or 37%, to $372.1 million during the six months ended June 30, 2026 from $270.7 million during the six months ended June 30, 2025. The increase was primarily attributable to
36
Table of Contents
increases in personnel to support aircraft engineering, software development, manufacturing process development, and certification.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $77.6 million, or 128%, to $138.1 million during the six months ended June 30, 2026 from $60.5 million during the six months ended June 30, 2025. The increase was primarily attributable to increases in stock-based compensation, payroll and other indirect operating expenses associated with the Blade acquisition and increases in legal and marketing spend.
Total Other Income (Loss), Net
Total other income (loss), net increased by $215.2 million, or 284%, to a gain of $139.4 million during the six months ended June 30, 2026 from a loss of $75.8 million during the six months ended June 30, 2025. The increase was driven primarily by a $157.9 million favorable change in the fair value of warrants, earnout shares and contingent consideration, net. It was further driven by a $17.0 million increase in interest and other income, net, primarily due to higher investible funds following our equity and convertible note offerings in February 2026, partially offset by interest expense on the convertible notes issued in February 2026 and mortgage loan entered into in connection with the acquisition of an industrial property. The increase also reflected the absence in 2026 of a $40.3 million loss recognized in 2025 on the issuance of common stock in a private placement, which represented the difference between the aggregate purchase price received and the fair value of the shares issued as of the date of issuance.
Liquidity and Capital Resources
Sources of Liquidity
We have incurred net losses and negative operating cash flows from operations since inception, and we expect to continue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations. To date, we have funded our operations primarily with proceeds from the Merger and issuance of stock and convertible notes.
In August 2021, we raised net proceeds of $1,067.9 million from the Merger and $843.3 million from the issuances of Legacy Joby’s redeemable convertible preferred stock and convertible notes prior to the Merger.
In October 2022, we raised net proceeds of $60.0 million from the sale of 11,044,232 shares of our common stock and warrants to Delta Air Lines, Inc.
In May 2023, we raised $180.2 million in net proceeds from our issuance and sale, in a registered direct offering to certain institutional investors of 43,985,681 shares of our common stock.
In June 2023, we raised net proceeds of $99.9 million from our issuance and sale of 15,037,594 shares of our common stock to SKT.
In October 2024, we raised $221.8 million in net proceeds from an underwritten public offering (the “Public Offering”) of 46,000,000 shares of our common stock.
In December 2024, we entered into an Equity Distribution Agreement with Morgan Stanley & Co. LLC and Allen & Company LLC, as sales agents (“Equity Distribution Agreement”), through which we may offer and sell, from time to time at our sole discretion, up to an aggregate of $300.0 million of our common stock in an “at-the-market” offering (“ATM Offering”). As of June 30, 2026, 29,950,799 shares of our common stock have been sold pursuant to the Equity Distribution Agreement for net proceeds of $282.4 million. As of June 30, 2026, $8.1 million remains available for sale under the Equity Distribution Agreement.
In May 2025, we issued 49,701,790 shares at a price per share of $5.03 for net proceeds of $249.9 million pursuant to a stock purchase agreement with Toyota Motor Corporation (“Toyota”) that we entered in October 2024. Pursuant to the agreement, Toyota has committed to invest an additional $250.0 million, subject to certain closing conditions (“Toyota Investment”).
In October 2025, we raised $575.9 million in net proceeds from an underwritten public offering of 35,075,000 shares of our common stock.
As of December 31, 2025, we had received $34.6 million from the exercise of our Public Warrants.
37
Table of Contents
In January 2026, we received $70.0 million from the exercise of the first tranche of Delta Warrant (Note 7).
In February 2026, we raised net proceeds of $576.3 million from an underwritten public offering of 52,863,437 shares of our common stock, and net proceeds of $669.7 million from an underwritten public offering of $690.0 million principal amount of 0.75% Convertible Senior Notes due 2032 (“2032 Notes”).
As of June 30, 2026, we had cash, cash equivalents and restricted cash of $636.1 million and short-term investments in marketable securities of $1,634.0 million. Restricted cash, totaling $6.2 million, reflects primarily cash temporarily retained for an aircraft purchase and a security deposit on leased facilities. We believe that our cash, cash equivalents and short-term investments will satisfy our working capital and capital requirements for at least the next twelve months.
Long-Term Liquidity Requirements
We expect our cash and cash equivalents on hand together with additional proceeds from the Toyota Investment and cash we expect to generate from future operations will provide sufficient funding to support us beyond the initial launch of our commercial operations. Until we generate sufficient operating cash flow to fully cover our operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, we expect to utilize a combination of equity and debt financing to fund any future remaining capital needs. If we raise funds by issuing equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of common stock. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of preferred and common stockholders. The terms of debt securities or borrowings could impose significant restrictions on our operations. The capital markets have in the past, and may in the future, experience periods of upheaval that could impact the availability and cost of equity and debt financing.
Our principal uses of cash in recent periods were to fund our research and development activities, personnel costs and support services. Near-term cash requirements will also include spending on manufacturing facilities, ramping up production and supporting production certification, scaled manufacturing operations for commercialization, infrastructure and vertiports development, pilot training facilities, software development and production of aircraft. Our material contractual cash obligations include debt service requirements under the 2032 Notes and the mortgage loan, which was obtained in connection with the March 2026 acquisition of an industrial property in Ohio. The 2032 Notes require semiannual interest payments and, unless earlier repurchased, redeemed or converted, repayment of the $690.0 million aggregate principal amount at maturity in February 2032. The mortgage loan requires monthly interest-only payments at a fixed annual interest rate of 6.784%, with the outstanding principal balance of $30.75 million due at maturity in March 2036. See Note 6, Long-term debt, to our Condensed Consolidated Financial Statements for additional information. Beyond these contractual obligations, our future cash requirements will depend on, among other factors, the timing and amount of our planned operating and capital expenditures.
Cash requirements can fluctuate based on business decisions that could accelerate or defer spending, including the timing or pace of investments, infrastructure and production of aircraft. Our future capital requirements will depend on many factors, including our revenue growth rate, the timing and the amount of cash received from our customers, the expansion of sales and marketing activities and the timing and extent of spending to support development efforts. In the future, we may enter into arrangements to acquire or invest in complementary businesses, products, and technologies, which could require us to seek additional equity or debt financing. If we require additional financing, we may not be able to raise such financing on acceptable terms or at all. If we are unable to raise additional capital or generate cash flows necessary to continue our research and development and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition. If adequate funds are not available, we may need to reconsider our investments in production operations, the pace of our production ramp-up, infrastructure investments in vertiports, expansion plans or limit our research and development activities, which could have a material adverse impact on our business prospects and results of operations.
38
Table of Contents
Cash Flows
The following tables set forth a summary of our cash flows for the periods indicated (in thousands, except percentage):
Six Months Ended June 30, Change
2026 2025 ($) (%)
Net cash (used in) provided by:
Operating activities $ (317,582) $ (217,533) (100,049) 46 %
Investing activities (579,322) 56,156 (635,478) n.m.
Financing activities 1,291,249 297,994 993,255 333 %
Net change in cash, cash equivalents, and restricted cash $ 394,345 $ 136,617 257,728 189 %
Net Cash Used in Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was $317.6 million, consisting primarily of a net loss of $355.4 million, adjusted for non-cash items of $96.0 million stock-based compensation expense and $22.9 million depreciation and amortization expense, non-cash interest expense, and amortization of debt discount and issuance costs of $3.6 million and a net decrease in our net working capital of $19.9 million, partially offset by a $102.7 million gain from change in the fair value of warrants, earnout shares and contingent consideration, net and $1.9 million net accretion and amortization of our investments in marketable securities.
Net cash used in operating activities for the six months ended June 30, 2025 was $217.5 million, consisting primarily of a net loss of $407.1 million, adjusted for non-cash items, including a $55.3 million loss from change in the fair value of warrants, earnout shares and contingent consideration, net, $53.6 million stock-based compensation expense, a $40.3 million loss related to common stock issuance in a private placement, a net decrease in our net working capital of $26.7 million and $18.9 million depreciation and amortization expense, partially offset by a $5.1 million net accretion and amortization of our investments in marketable securities.
Net Cash (Used in) Provided by Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 of $579.3 million was primarily due to purchases of marketable securities of $814.1 million and purchases of property and equipment of $106.6 million, partially offset by proceeds from sales and maturities of marketable securities of $341.3 million.
Net cash provided by investing activities for the six months ended June 30, 2025 was $56.2 million, primarily due to proceeds from sales and maturities of marketable securities of $368.7 million, partially offset by purchases of marketable securities of $285.4 million and purchases of property and equipment of $27.1 million.
Net Cash Provided by Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $1,291.2 million, primarily due to net proceeds of $576.3 million from the underwritten common stock offering, net proceeds of $669.7 million from issuance of convertible notes, proceeds from the exercise of stock options and warrants of $70.7 million, $30.8 million of proceeds from the mortgage loan and proceeds from the issuance of common stock under the 2021 ESPP of $8.2 million, partially offset by payment for capped calls of $63.3 million and repayments of obligations under finance lease of $1.1 million.
Net cash provided by financing activities for the six months ended June 30, 2025 was $298.0 million, primarily due to net proceeds of $249.9 million from issuance of common stock in private placement with Toyota, net proceeds of $43.0 million from issuance of common stock in at-the-market public offering, proceeds from the issuance of common stock under the 2021 ESPP of $5.0 million and $1.0 million proceeds from exercise of stock options and issuance of common stock warrants, partially offset by repayment of tenant improvement loan and obligations under finance lease of $0.9 million.
Critical Accounting Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making
39
Table of Contents
judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
The significant accounting policies of the Company are described in Note 2 of the audited Consolidated Financial Statements contained in the Company’s annual report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 2 of our Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding recently issued accounting pronouncements.
40
Table of Contents