[SCHEDULE 13D/A] Joby Aviation, Inc. SEC Filing

Rhea-AI Filing Summary

Joby Aviation common stock Schedule 13D/A: This amendment updates holdings by a group of related reporting persons including TIF Partners, Capricorn-Libra and TIGF entities and two individual managers. Collectively the reporting persons beneficially own specific share blocks held across multiple entities totaling individual ownerships such as 21,514,683 shares held by TIF LP, 7,199,163 shares held by Capricorn-Libra, 1,556,592 shares held by TIGF LP, and individual holdings of 190,932 and 47,557 shares by Dipender Saluja and Ion Yadigaroglu respectively. Percentages are calculated on 855,981,489 outstanding shares as of August 4, 2025. The amendment reports pro rata in-kind distributions on August 14, 2025 that moved shares among general partners, limited partners and managers and notes the reporting persons ceased to be beneficial owners of more than 5% of Joby common stock as of that date.

Positive

• Detailed transparency about post-distribution ownership across each affiliated entity and individual
• Specific share counts and the outstanding share base (855,981,489) are provided for clear percentage calculations
• Documentation of internal distributions (pro rata in-kind distributions on August 14, 2025) clarifies transfers among partners and members

Negative

• Group ceased to be beneficial owners of more than 5%, reducing their regulatory status and potential collective influence
• Material reallocation moved sizable share blocks out of previously reported entities, which may complicate prior ownership assumptions

Insights

Financial Analyst

TL;DR: Holdings reallocation reduces group ownership below 5%, lowering their collective voting threshold and potential influence.

The filing documents precise share counts across several affiliated entities and individuals and discloses in-kind, pro rata distributions completed on August 14, 2025 that transferred material blocks of shares from limited partnership vehicles to their general partners and members. Using the reported outstanding share base of 855,981,489, the largest single reported block (21,514,683 shares held by TIF LP) represented approximately 2.5% post-distribution, and the aggregate holdings for certain principals total 3.4% and 2.7% respectively. The notable outcome is the group no longer exceeds a 5% beneficial ownership threshold, which reduces regulatory and market signaling tied to a >5% holder.

Corporate Governance Expert

TL;DR: The amendment is a clear governance disclosure of internal reallocation; material for ownership transparency but not an active change in control.

The Schedule 13D/A focuses on ownership reallocation within affiliated investment vehicles and clarifies which entities and managers share voting and dispositive powers. It identifies relationships (general partner/limited partner and managers) that may lead to shared control over the reported shares and documents signatures from the pertinent managers. The filing’s material point is compliance and transparency around share distributions that altered beneficial ownership percentages and removed the group’s status as >5% owners, which affects their reporting obligations and perceived ability to influence corporate matters.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Joby Aviation, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

G65163100

(CUSIP Number)

Alexandra Acosta
Capricorn Investment Group, LLC, 512 West 22nd Street, 6th Floor
New York, NY, 10011
(646) 380-0390

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

TIF Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 21,514,683.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,514,683.00

11

Aggregate amount beneficially owned by each reporting person

21,514,683.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

Technology Impact Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 21,514,683.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,514,683.00

11

Aggregate amount beneficially owned by each reporting person

21,514,683.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

Capricorn-Libra Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,269,268.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,269,268.00

11

Aggregate amount beneficially owned by each reporting person

7,269,268.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

Capricorn-Libra Investment Group, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,199,163.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,199,163.00

11

Aggregate amount beneficially owned by each reporting person

7,199,163.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.8 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

TIGF Partners, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,556,592.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,556,592.00

11

Aggregate amount beneficially owned by each reporting person

1,556,592.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

Technology Impact Growth Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,556,592.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,556,592.00

11

Aggregate amount beneficially owned by each reporting person

1,556,592.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

Dipender Saluja

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 190,932.00
8	Shared Voting Power 28,783,951.00
9	Sole Dispositive Power 190,932.00
10	Shared Dispositive Power 28,783,951.00

11

Aggregate amount beneficially owned by each reporting person

28,974,883.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. G65163100

1

Name of reporting person

Ion Yadigaroglu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 47,557.00
8	Shared Voting Power 23,071,275.00
9	Sole Dispositive Power 47,557.00
10	Shared Dispositive Power 23,071,275.00

11

Aggregate amount beneficially owned by each reporting person

23,118,832.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Joby Aviation, Inc.
(c)	Address of Issuer's Principal Executive Offices: 333 Encinal Street, Santa Cruz, CALIFORNIA , 95060.
Item 1 Comment: This Amendment No. 1 (this "Amendment No. 1" or this "Schedule 13D/A") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on December 17, 2021 (the "Statement") by the Reporting Persons. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Schedule 13D/A set forth the aggregate number of shares of common stock and percentages of the shares of common stock beneficially owned by such Reporting Person and are incorporated by reference. The percentage set forth in each row 13 is based upon 855,981,489 shares of common stock outstanding as of August 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 7, 2025. The Reporting Persons' ownership of the Issuer's securities consists of (i) 7,199,163 shares held directly by Capricorn-Libra; (ii) 70,105 shares held directly by C-L Partners; (iii) 21,514,683 shares held directly by TIF LP; (iv) 1,556,592 shares held directly by TIGF LP; (v) 190,932 shares held by Saluja; and (vi) 47,557 shares held by Yadigaroglu. C-L Partners is the general partner of Capricorn-Libra and may be deemed to share voting and dispositive power over the shares held by Capricorn-Libra. Saluja is the sole manager of C-L Partners and may be deemed to share voting and dispositive power over the shares held by each of Capricorn-Libra and C-L Partners. TIF LLC is the general partner of TIF LP and may be deemed to share voting and dispositive power over the shares held by TIF LP. Saluja and Yadigaroglu are managers of TIF LLC and may be deemed to share voting and dispositive power over the shares held by TIF LP. TIGF LLC is the general partner of TIGF LP and may be deemed to share voting and dispositive power over the shares held by TIGF LP. Yadigaroglu is a manager of TIGF LLC and may be deemed to share voting and dispositive power over the shares held by TIGF LP.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Schedule 13D/A set forth the number of shares of common stock as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference.
(c)	Except as set forth below, none of the Reporting Persons has effected any transactions with respect to the securities of the Issuer during the past sixty days. On August 14, 2025, Capricorn-Libra made a pro rata in-kind distribution for no additional consideration of 2,399,721 shares of common stock to its general partner, C-L Partners, and its limited partners. Of the shares distributed by Capricorn-Libra, C-L Partners received 70,105 shares. On August 14, 2025, TIF LP made a pro rata in-kind distribution for no additional consideration of 7,171,564 shares of common stock to its general partner, TIF LLC, and its limited partners. Of the shares distributed by TIF LP, TIF LLC received 99,968 shares. On August 14, 2025, TIGF LP made a pro rata in-kind distribution for no additional consideration of 518,868 shares of common stock to its general partner, TIGF LLC, and its limited partners. Of the shares distributed by TIGF LP, TIGF LLC received 10,924 shares. On August 14, 2025, TIF LLC made a pro rata in-kind distribution for no additional consideration of 99,968 shares of common stock to its members. Of the shares distributed by TIF LLC, Saluja and Yadigaroglu received 44,008 and 44,007 shares respectively. On August 14, 2025, TIGF LLC made a pro rata in-kind distribution for no additional consideration of 10,924 shares of common stock to its members. Of the shares distributed by TIGF LLC, Saluja and Yadigaroglu received 3,550 and 3,550 shares respectively.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by any of the Reporting Persons.
(e)	The Reporting Persons ceased to be the beneficial owners of more than five percent of the common stock on August 14, 2025.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit C to the Reporting Persons' Schedule 13D filed with the SEC on December 17, 2021).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TIF Partners, LLC

Signature:	/s/ Dipender Saluja
Name/Title:	By Dipender Saluja, Manager
Date:	08/18/2025

Technology Impact Fund, LP

Signature:	/s/ Dipender Saluja
Name/Title:	By TIF Partners, LLC, its General Partner, By Dipender Saluja, Manager
Date:	08/18/2025

Capricorn-Libra Partners, LLC

Signature:	/s/ Dipender Saluja
Name/Title:	By Dipender Saluja, Manager
Date:	08/18/2025

Capricorn-Libra Investment Group, LP

Signature:	/s/ Dipender Saluja
Name/Title:	By Capricorn-Libra Partners, LLC, its General Partner, By Dipender Saluja, Manager
Date:	08/18/2025

TIGF Partners, LLC

Signature:	/s/ Ion Yadigaroglu
Name/Title:	By Ion Yadigaroglu, Manager
Date:	08/18/2025

Technology Impact Growth Fund, LP

Signature:	/s/ Ion Yadigaroglu
Name/Title:	By TIGF Partners, LLC, its General Partner, By Ion Yadigaroglu, Manager
Date:	08/18/2025

Dipender Saluja

Signature:	/s/ Dipender Saluja
Name/Title:	Dipender Saluja
Date:	08/18/2025

Ion Yadigaroglu

Signature:	/s/ Ion Yadigaroglu
Name/Title:	Ion Yadigaroglu
Date:	08/18/2025

FAQ

What does the Schedule 13D/A for JOBY disclose?

It discloses updated beneficial ownership by affiliated entities and individuals, specific share counts, and pro rata in-kind distributions completed on August 14, 2025.

How many JOBY shares does TIF LP report owning?

TIF LP reports beneficial ownership of 21,514,683 shares (reported as 2.5% of the 855,981,489 outstanding shares).

Did the reporting persons remain over 5% owners of JOBY after the distributions?

No. The filing states the reporting persons ceased to be beneficial owners of more than five percent of the common stock on August 14, 2025.

Which individuals are identified as sharing voting or dispositive power?

The filing identifies Dipender Saluja and Ion Yadigaroglu as managers who may be deemed to share voting and dispositive power over certain entity-held shares.

What was the outstanding share count used to calculate percentages?

Percentages are based on 855,981,489 shares of common stock outstanding as of August 4, 2025, per the issuer’s report.