UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2020March 31, 2024
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period fromto
Commission File No. 001-39704
ZANITE ACQUISITION CORP.EVE HOLDING, INC.
(Exact name of registrant as specified in its charter)
| (Exact name of registrant as specified in its charter) |
Delaware | 85-2549808 | |
(State or other jurisdiction of
| (I.R.S. Employer
|
25101 Chagrin Boulevard, Suite 350
Cleveland, Ohio 44122
(Address of Principal Executive Offices, including zip code)
(216) 292-0200
1400 General Aviation Drive
Melbourne, FL32935
(Address of Principal Executive Offices, including zip code)
(321) 751-5050
(Registrant’s telephone number, including area code)
N/A
(Former name formerand address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, | ||||
| $0.001 per share Warrants, each whole warrant exercisable for one share of | EVEX EVEXW | The The New York Stock Exchange | ||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | ||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||
Emerging growth company | ☒ | ||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒☐ No ☐☒
As of December 23, 2020May 7, 2024, there were 23,000,000 shareswere 269,365,708 shares of Class A common stock, and 5,750,000 shares of Class B common stock, $0.0001 par value $0.001 per share, issued and outstanding.
EVE HOLDING, INC.
ZANITE ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2020
ZANITE ACQUISITION CORP.CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
| March 31, | December 31, | ||||||||
| | 2024 | | 2023 | |||||
ASSETS | | | |||||||
Current assets | |||||||||
Cash and cash equivalents | $ | 23,588 | $ | 46,882 | |||||
| Financial investments | 114,714 | 111,218 | |||||||
Related party receivables | 99 | 191 | |||||||
| Related party loan receivable | 84,264 | 83,042 | |||||||
Other current assets | | 1,601 | 889 | ||||||
Total current assets | | 224,267 | 242,221 | ||||||
| Non-current assets | |||||||||
| Property, plant & equipment, net | 514 | 547 | |||||||
| Right-of-use assets, net | 1,019 | 508 | |||||||
| Deferred income tax, net | 1,714 | 1,714 | |||||||
| Other non-current assets | 811 | 348 | |||||||
| Total non-current assets | 4,058 | 3,118 | |||||||
Total assets | | $ | 228,325 | $ | 245,339 | ||||
LIABILITIES AND EQUITY | | ||||||||
Current liabilities | | ||||||||
Accounts payable | $ | 1,648 | $ | 4,571 | |||||
Related party payables | 21,700 | 20,208 | |||||||
Derivative financial instruments | | 7,624 | 13,965 | ||||||
Other current payables | | 14,240 | 13,245 | ||||||
Total current liabilities | | 45,212 | 51,989 | ||||||
| Non-current liabilities | |||||||||
| Long-term debt | 40,041 | 25,764 | |||||||
| Other non-current payables | 2,191 | 2,535 | |||||||
| Total non-current liabilities | 42,232 | 28,299 | |||||||
Total liabilities | 87,444 | 80,288 | |||||||
| Commitments and contingencies (Note 16) | |||||||||
| Equity | |||||||||
| Common stock, $0.001 par value | 269 | 269 | |||||||
| Additional paid-in capital | 510,574 | 509,448 | |||||||
| Accumulated deficit | (369,963 | ) | (344,667 | ) | |||||
| Total equity | 140,881 | 165,051 | |||||||
Total liabilities and equity | $ | 228,325 | $ | 245,339 | |||||
SEPTEMBER 30, 2020
(Unaudited)The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
ASSETS | ||||
Deferred offering costs | $ | 132,852 | ||
|
| |||
TOTAL ASSETS | $ | 132,852 | ||
|
| |||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||
Current liabilities | ||||
Accrued expenses | $ | 1,000 | ||
Accrued offering costs | 47,852 | |||
Promissory notes — related party | 60,000 | |||
|
| |||
Total Current Liabilities | 108,852 | |||
|
| |||
Commitments | ||||
Stockholder’s Equity | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding | — | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 shares issued and outstanding(1) | 575 | |||
Additional paid-in capital | 24,425 | |||
Accumulated deficit | (1,000 | ) | ||
|
| |||
Total Stockholder’s Equity | 24,000 | |||
|
| |||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | $ | 132,852 | ||
|
|
| Three Months Ended March 31, | ||||||
| 2024 | 2023 | ||||||
Operating expenses | |||||||
Research and development expenses | $ | 27,455 | $ | 21,528 | |||
Selling, general and administrative expenses | 6,477 | 6,154 | |||||
Loss from operations | (33,932 | ) | (27,683 | ) | |||
| Gain/(loss) from the change in fair value of derivative liabilities | 6,341 | (2,195 | ) | ||||
Financial investment income | 2,337 | 3,254 | |||||
| Related party loan interest income | 1,222 | 990 | |||||
| Interest expense | (412 | ) | - | ||||
Other (loss)/gain, net | (229 | ) | 34 | ||||
Loss before income taxes | (24,673 | ) | (25,598 | ) | |||
Income tax expense | 623 | 174 | |||||
Net loss | $ | (25,296 | ) | $ | (25,772 | ) | |
| Weighted-average number of shares outstanding – basic and diluted | 276,263 | 275,494 | |||||
| Net loss per share – basic and diluted | $ | (0.09 | ) | $ | (0.09 | ) | |
| Three Months Ended March 31, | |||||||
| 2024 | 2023 | ||||||
Net loss | $ | (25,296 | ) | $ | (25,772 | ) | ||
Total comprehensive loss | $ | (25,296 | ) | $ | (25,772 | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
|
| Common Stock | ||||||||||||||||||||
Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Total Equity | ||||||||||||||||
| Balance at December 31, 2022 | 269,094 | $ | 269 | $ | 503,662 | $ | (217,008 | ) | $ | 286,922 | ||||||||||
| Net loss | - | - | - | (25,772 | ) | (25,772 | ) | |||||||||||||
| Share-based compensation | - | - | 868 | - | 868 | |||||||||||||||
| Warrant expenses | - | - | 480 | - | 480 | |||||||||||||||
| Balance as of March 31, 2023 | 269,094 | $ | 269 | $ | 505,009 | $ | (242,780 | ) | $ | 262,498 | ||||||||||
| Balance at December 31, 2023 | 269,359 | $ | 269 | $ | 509,448 | $ | (344,667 | ) | $ | 165,051 | ||||||||||
| Net loss | - | - | - | (25,296 | ) | (25,296 | ) | |||||||||||||
| Share-based compensation and issuance for vested awards | 7 | 0 | 1,126 | - | 1,126 | |||||||||||||||
| Balance as of March 31, 2024 | 269,366 | $ | 269 | $ | 510,574 | $ | (369,963 | ) | $ | 140,881 | ||||||||||
The accompanying notes are an integral part of the unaudited these condensedconsolidated financial statements.
Amounts may not add due to rounding.
| | Three Months Ended March 31, | ||||||
| | 2024 | 2023 | |||||
Cash flows from operating activities | ||||||||
Net loss | $ | (25,296 | ) | $ | (25,772 | ) | ||
Adjustments to reconcile net loss to net cash used by operating activities | ||||||||
| Depreciation and amortization | 51 | 22 | ||||||
| Non-cash lease expenses | 54 | 9 | ||||||
| Unrealized gain on the exchange rate changes | (315 | ) | (59 | ) | ||||
| Share-based compensation | 1,126 | 868 | ||||||
| Warrant expenses | - | 480 | ||||||
| Change in fair value of derivative financial instruments | (6,341 | ) | 2,195 | |||||
| Changes in operating assets and liabilities | ||||||||
| Accrued interest on financial investments, net | (1,497 | ) | (2,838 | ) | ||||
| Accrued interest on related party loan receivable, net | (1,222 | ) | (990 | ) | ||||
Other assets | (1,285 | ) | 716 | |||||
Related party receivables | 206 | 104 | ||||||
Accounts payable | (2,909 | ) | (1,708 | ) | ||||
| Related party payables | 1,319 | 3,588 | ||||||
Other payables | 296 | 3,495 | ||||||
Net cash used by operating activities | (35,813 | ) | (19,891 | ) | ||||
| Cash flows from investing activities | ||||||||
| Redemptions of financial investments | 10,000 | - | ||||||
| Purchases of financial investments | (12,000 | ) | (17,500 | ) | ||||
| Expenditures for property, plant and equipment | (106 | ) | (44 | ) | ||||
| Net cash used by investing activities | (2,106 | ) | (17,544 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from debt | 14,966 | - | ||||||
| Non-creditor debt issuance costs | (219 | ) | - | |||||
| Net cash provided by financing activities | 14,747 | - | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (122 | ) | 126 | |||||
| Decrease in cash and cash equivalents | (23,294 | ) | (37,309 | ) | ||||
Cash and cash equivalents at the beginning of the period | 46,882 | 49,146 | ||||||
Cash and cash equivalents at the end of the period | $ | 23,588 | $ | 11,837 | ||||
Supplemental disclosure of cash information | ||||||||
| Cash paid for | ||||||||
| Income tax | $ | 949 | $ | 148 | ||||
| Interest | $ | 273 | $ | - | ||||
| Supplemental disclosure of other non-cash investing and financing activities | ||||||||
| Property, plant & equipment expenditures in accounts payable and other accruals | $ | 8 | $ | 121 | ||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | 564 | $ | - | ||||
| Issuance of common stock for vested restricted stock units | $ | 41 | $ | - | ||||
ZANITE ACQUISITION CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
Formation and operating costs | $ | 1,000 | ||
|
| |||
Net Loss | $ | (1,000 | ) | |
|
| |||
Weighted average shares outstanding, basic and diluted (1) | 5,750,000 | |||
|
| |||
Basic and diluted net loss per common share | $ | (0.00 | ) | |
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
Note 1– Organization and Basis of Presentation
Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve,” the “Company,” “we,” “us,” or “our”), is an aerospace company that is dedicated to accelerating the urban air mobility (“UAM”) ecosystem. Benefitting from a startup mindset and with a singular focus, Eve is taking a holistic approach to progressing the UAM ecosystem with an advanced electric vertical take-off and landing (“eVTOL”) project, a comprehensive global services and support network, and a unique air traffic management solution. The Company is organized in Delaware with operations in Melbourne, Florida and São Paulo, Brazil.
Basis of Presentation
The condensed consolidated financial statements are presented in US Dollars, unless otherwise noted, and have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities Exchange Commission (“SEC”) for interim financial reporting.
Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The unaudited condensed consolidated financial statements herein should be read in conjunction with our audited consolidated financial statements and notes thereto included within our 2023 Form 10-K. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented. All intercompany balances and transactions were eliminated in consolidation. Certain columns and rows may not add due to rounding.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires the Company’s management to make estimates and judgments that affected the reported amounts of assets and liabilities and allocations of expenses. These judgments were based on the historical experience, management’s evaluation of trends in the industry and other factors that were deemed relevant at that time. The estimates and assumptions were reviewed on a regular basis and the changes to accounting estimates were recognized in the period in which the estimates were revised. The Company’s management recognizes that the actual results could be materially different from the estimates.
Prior Period Reclassification
We have reclassified certain prior period amounts to conform to the current period presentation. These reclassifications had no effect on the reported results of operations.
Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for our 2024 annual financial statements and interim periods beginning in 2025. The Company does not expect the adoption of this ASU will have a material impact on the consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This guidance establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing guidance. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024, although early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on our consolidated financial statements, but does not expect the adoption of this ASU will have a material impact on the consolidated financial statements and related disclosures.
Cash and cash equivalents include deposits in Bank Deposit Certificates (“CDBs”) issued by financial institutions in Brazil that are immediately available for redemption and fixed term deposits in US Dollars with original maturities of 90 days or less.Balances consisted of the following:
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Cash | $ | 8,096 | $ | 9,173 | ||||
| CDBs | 5,455 | 4,385 | ||||||
| Fixed deposits | 10,038 | 33,325 | ||||||
| Total | $ | 23,588 | $ | 46,882 | ||||
The financial investments are classified as held-to-maturity (“HTM”) because management has the intent and ability to hold the securities until maturity. These investments include time deposits with original maturities of one year or less, but greater than 90 days and are recorded at amortized cost in the condensed consolidated balance sheets.
| March 31, 2024 | ||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| HTM securities, at cost: | ||||||||||||||||
| Time deposits | $ | 114,714 | $ | - | $ | (283 | ) | $ | 114,432 | |||||||
| December 31, 2023 | ||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
| HTM securities, at cost: | ||||||||||||||||
| Time deposits | $ | 111,218 | $ | 106 | $ | - | $ | 111,324 | ||||||||
No allowance for credit losses were recognized as of March 31, 2024 and December 31, 2023.
Note 4 – Related Party Transactions
Relationship with Embraer
Embraer S.A., a Brazilian corporation (sociedade anônima) (“ERJ”), through one of its wholly owned subsidiaries Embraer Aircraft Holdings, Inc. (“EAH” and collectively “Embraer”), own approximately 90% of the outstanding common stock of the Company. The expenses reflected in the condensed consolidated financial statements may not be indicative of expenses that will be incurred by the Company in the future.
Master Service Agreements and Shared Service Agreement In December 2021, the Company and Embraer entered into the Master Service Agreement (“MSA”) and Shared Service Agreement (“SSA”), and as a result, Embraer began charging the Company for research and development (R&D) and selling, general and administrative (SG&A) services, respectively. The initial terms for the MSA and SSA are 15 years. The MSA can be automatically renewed for additional successive one-year periods. The MSA established a fee so that the Company may have access to Embraer’s R&D and engineering department structure, as well as, at the Company’s option, the ability to access manufacturing facilities in the future. The SSA established a cost overhead pool to be allocated, excluding any margin, so that the Company may be provided with access to certain of Embraer’s administrative services and facilities such as shared service centers. In addition, in December 2021, the Company entered into a MSA with Atech Negócios em Tecnologias S.A., a Brazilian corporation (sociedade anônima) (“Atech”) and wholly owned subsidiary of Embraer, for an initial term of 15 years. Fees under the Atech MSA are for services related to air traffic management software development, defense systems, simulation systems, engineering, and consulting services.
Corporate CostsEmbraer incurs corporate costs for services provided to the Company. These costs include, but are not limited to, expenses for information systems, accounting, treasury, purchasing, human resources, legal, and facilities. These costs benefit Eve, but are not covered under the MSA or SSA. The corporate costs are allocated between the "Research and development expenses” and “Selling, general and administrative expenses” line items of the condensed consolidated statements of operations as appropriate.
Development Costs The Company has entered into supply agreements with Embraer entities and joint ventures that Embraer is a party to for the purchase of components and other materials consumed in development activities.
Related Party Receivables and PayablesCertain employees have transferred from Embraer to the Company. On the transfer date of each employee, all payroll related accruals for the employee are transferred to the Company. Embraer is responsible for payroll related costs prior to the transfer date. The Company recognizes a receivable from Embraer for payroll costs incurred prior to the transfer date in the “Related party receivables” line of the condensed consolidated balance sheets. Fees and expenses in connection with the MSA, SSA, and other costs are payable within 45 days after receipt of the invoice and are recognized in “Related party payables” within the condensed consolidated balance sheets.
Royalty-Free Licenses Under the MSA and SSA, the Company has a royalty-free license to access Embraer’s intellectual property to be used within the UAM market.
Leases The Company enters into agreements with Embraer to lease corporate office space and other facilities. Refer to Note 15 for more information.
Related Party Loan On August 1, 2022, the Company entered into a loan agreement (the “Loan Agreement”) with EAH in order to efficiently manage the Company’s cash at a rate of return that is favorable to the Company for an initial term of 12 months. On August 1, 2023, the Company and EAH agreed to amend the Loan Agreement (“Amended Loan Agreement”) to extend the term an additional 12 months to August 1, 2024 and increase the fixed interest rate to 5.97% per annum. The aggregate principal amount is still up to $81 million. All accrued interest prior to the amendment was paid. The date may be extended upon mutual written agreement by the Company and EAH. Any outstanding principal amount under the Loan Agreement may be prepaid at any time, in whole or in part, by EAH at its election and without penalty. The Company may request full or partial prepayment of any outstanding principal amount under the Loan Agreement at any time. Interest income is recognized using the simple interest method. No credit losses were recognized related to the loan for the three months ended March 31, 2024 and 2023, respectively.
Related Party Expenses
The following table summarizes the related party expenses for the presented periods:
| Three Months Ended | ||||||||
March 31, | ||||||||
| 2024 | 2023 | |||||||
| Research and development expenses | $ | 20,889 | $ | 15,162 | ||||
| Selling, general and administrative expenses | 750 | 581 | ||||||
| Total | $ | 21,639 | $ | 15,743 | ||||
| March 31, | December 31, | |||||||
2024 | 2023 | |||||||
Development mockups | $ | 516 | $ | 516 | ||||
| Leasehold improvements | 167 | 167 | ||||||
| Construction in progress (“CIP”) | 18 | 9 | ||||||
| Computer hardware | 15 | 15 | ||||||
Total property, plant and equipment | $ | 715 | $ | 707 | ||||
| Less: Accumulated depreciation | (202 | ) | (160 | ) | ||||
| Total property, plant and equipment, net | $ | 514 | $ | 547 | ||||
Other Current Payables
Other current payables are comprised of the following items:
| March 31, | December 31, | ||||||||
| 2024 | | | 2023 | |||||
| Accrued expenses | $ | 6,716 | $ | 7,075 | |||||
| Payroll accruals | 5,759 | 4,737 | |||||||
Income tax payable | 1,062 | 1,141 | |||||||
| Other payables | 704 | 293 | |||||||
Total | $ | 14,240 | $ | 13,245 | |||||
Other Non-Current Payables
Other non-current payables are comprised of the following items:
| March 31, | December 31, | ||||||||
| 2024 | | 2023 | ||||||
Advances from customers (a) | $ | 1,304 | $ | 1,284 | |||||
| Payroll accruals | 276 | 867 | |||||||
| Other payables | 610 | 383 | |||||||
Total | $ | 2,191 | $ | 2,535 | |||||
(a) Advances from customers relate to customers who have signed non-binding Letters of Intent to purchase eVTOLs.
In January 2023, the Company entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social (“BNDES”), pursuant to which BNDES extended two loans with an aggregate borrowing availability of R$490 million (approximately $98.1 million), to support the first phase of the development of the Company’s eVTOL project. All USD approximations use foreign currency exchange rate data as of March 31, 2024.
The first loan (“Sub-credit A”), in the amount of R$80 million (approximately $16.0 million), was denominated in Brazilian reais by Fundo Nacional Sobre Mudança Climática (“FNMC”), a BNDES fund that supports businesses focused on mitigating climate change and reducing carbon emissions. Sub-credit A has maturity dates on a monthly basis from March 2026 through February 2035. The second loan (“Sub-credit B”), in the amount of R$410 million (approximately $82.1 million), was denominated in US Dollars, as adjusted on a daily basis by the US Dollar sale rate published by the Central Bank of Brazil as the “PTAX” rate. Sub-credit B has maturity dates on a quarterly basis from May 2027 through February 2035. In September 2023, BNDES withheld a one-time fee of approximately $0.4 million from the initial draw.
The Company’s long-term debt outstanding included:
| March 31, | December 31, | |||||||||||
| Title | Type | Interest Rate | 2024 | 2023 | ||||||||
| Sub-credit A | Term Loan | 4.55% | $ | 16,012 | $ | 13,132 | ||||||
| Sub-credit B | Term Loan | (a) | 24,604 | 12,937 | ||||||||
| Long-term debt principal | $ | 40,616 | $ | 26,069 | ||||||||
| Unamortized debt issuance costs (b) | (575 | ) | (305 | ) | ||||||||
| Long-term debt | $ | 40,041 | $ | 25,764 |
| (a) | A fixed rate is determined for each draw on the loan, calculated as 1.10% per year plus a fixed rate to be published by BNDES every 15 days in accordance with the BNDES Loan Agreement. |
| (b) | Excludes $288 thousand and $348 thousand in deferred charges related to debt issuance costs that will be recognized pro-ratably when additional funds are drawn as of March 31, 2024 and December 31, 2023, respectively. |
The long-term debt principal matures as follows:
| Sub-credit A | Sub-credit B | |||||||
| 2024 | $ | - | $ | - | ||||
| 2025 | - | - | ||||||
| 2026 | 1,483 | - | ||||||
| 2027 | 1,779 | 2,307 | ||||||
| 2028 | 1,779 | 3,076 | ||||||
| Thereafter | 10,971 | 19,222 | ||||||
| Total | $ | 16,012 | $ | 24,604 |
As of March 31, 2024, Sub-credit A was fully drawn and $57.5 million was available to be drawn on Sub-credit B. The BNDES loans shall be drawn by Eve Brazil by January 23, 2026. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid no later than February 15, 2035. The BNDES Loan Agreement provides that the availability of such loans are subject to BNDES rules and regulations and, in the case of Sub-credit A, FNMC’s budget. In the case of Sub-credit B, the loan is subject to rules and regulations of BNDES’ financing program, which is subject to funding by the Conselho Monetário Nacional, Brazil’s National Monetary Council. Additionally, the BNDES Loan Agreement provides that the borrowing of any amount under these loans are subject to certain conditions, including, among others, the promulgation of a new law (which condition only applies to Sub-credit A), the receipt by BNDES of a guarantee from an acceptable financial institution, absence of any facts that would have a material adverse effect on the economic or financial condition of the Company, and approval of the project by the applicable environmental entities.
Warrants Classified as Equity
Public Warrants
In connection with the Company's initial public offering on May 9, 2022 (“the Closing”), 11.5 million redeemable warrants were available as part of the common stock sold (the “Public Warrants”). Each Public Warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our common stock. The Public Warrants became exercisable 30 days after the Closing, provided that we have an effective registration statement under the Securities Act of 1933 (“Securities Act”) covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Public Warrants expire five years after the Closing or earlier upon redemption or liquidation. Once the Public Warrants become exercisable, we may redeem the outstanding Public Warrants at a price of $0.01 per warrant, if the last sale price of our common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading days period ending on the third business day before the Company sends the notice of redemption to the warrant holders. As of March 31, 2024, there were 11.5 million Public Warrants outstanding.
New Warrants
The Company entered into warrant agreements with certain strategic private investment in public equity investors (“Strategic PIPE Investors”) and United Airlines Ventures, Ltd. (“United”), pursuant to which and subject to the terms and conditions of each applicable warrant agreement. The Company has issued or has agreed to issue to the Strategic PIPE Investors and United warrants (the “New Warrants”) to purchase an aggregate amount of (i) 24,095,072 shares of common stock with an exercise price of $0.01 per share (“Penny Warrants”), (ii) 12,000,000 shares of common stock with an exercise price of $15.00 per share, and (iii) 5,000,000 shares of common stock with an exercise price of $11.50 per share. Warrants with exercise prices of $15.00 and $11.50 per share are defined as Market Warrants.
Because the cash received for the common stock and New Warrants is significantly different from their fair value, management considers such warrants to have been issued other than at fair market value. Accordingly, such warrants represent units of account separate from the shares of common stock that were issued to the Strategic PIPE Investors and United in connection with their respective investment and therefore require separate accounting treatment.
Terms related to the issuance and exercisability of the New Warrants differ among the Strategic PIPE Investors and United and each New Warrant is independently exercisable such that the exercise of any individual warrant does not depend on the exercise of another. As such, management has concluded that all New Warrants meet the criteria to be legally detachable and separately exercisable and therefore freestanding.
(a) Potential lender/financier: Market Warrants were issued to potential lender/financier counterparties at Closing, vested immediately, and do not contain exercise contingencies. These warrants were determined to be within the scope of ASC 815, Derivatives and Hedging, and equity-classified. Fair value was measured and expensed at the issuance date. As long as these warrants continue to be classified as equity, subsequent fair value remeasurement is not required.
(b) Potential customers: Market and Penny Warrants issued or issuable to potential customers of Eve were determined to be within the scope of ASC 718, Compensation-Stock Compensation, for classification and measurement and ASC 606, Revenue from Contracts with Customers, for recognition. In accordance with ASC 718, these warrants were determined to be equity-classified. The Penny Warrants can be separated into two categories: (i) contingently issuable warrants (the “Contingent Warrants”) and (ii) warrants that immediately vested upon Closing (“Vested Warrants”). The Contingent Warrants are measured at fair value on the grant date and will be recognized as variable consideration (a reduction of revenue) under ASC 606 when and if there are related revenue transactions or as expense if there are not yet related revenue transactions. The Vested Warrants were accounted for akin to a non-refundable upfront payment to a potential customer and were recognized as expenseas Eve has no current revenue or binding contracts in place. Market Warrants issued at Closing to potential customers vested immediately and have no contingencies.
(c) Potential suppliers: Penny Warrants issued or issuable to potential suppliers of Eve, which are subject to the satisfaction of certain specified conditions, are accounted for as non-employee awards under ASC 718 and were determined to be equity-classified. The fair value of these warrants will be recognized as expense as products and/or services are received from the suppliers as if Eve paid cash for the respective transactions.
For the Contingent Warrants, the issuance and vesting of such warrants occurs upon the achievement of certain milestones, which include, as applicable, (a) receipt of the first type certification foreVTOLin compliance with certain airworthiness authorities, (b) receipt of the first binding commitment from a third-party to purchase aneVTOLjointly developed byEmbraerand a certain Strategic Investor, (c) being a supplier at entry into service, (d) receipt of binding commitments from certain Strategic Investors for an aggregate 700eVTOLs, (e) the time at which tenvertiportsthat have been developed or implemented with the services of a certain Strategic Investor have entered operation or are technically capable of entering operation, and (f) receipt of services and support agreements.
As of March 31, 2024, there were37,422,536New Warrants outstanding. The New Warrants were measured at fair value on the grant date (May 9, 2022), except for cases where there has been a modification, where fair value is remeasured on the modification date. The fair value of Penny Warrants was calculated by subtracting $0.01 from Eve’s share price on the grant date. Market Warrants with an exercise price of $11.50 were estimated using the publicly traded Public Warrants as the terms are similar. The Company used a modified Black-Scholes model to value the Market Warrants with an exercise price of $15.00. The valuation model utilizes management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. Significant deviations from these estimates and inputs could result in a material change in fair value. Forfeituresof New Warrants within the scope of ASC 718 are estimated by the Company and reviewed when circumstances change.
The following table summarizes the Black-Scholes model inputs and assumptions:
May 9, | ||||
Market Warrants with exercise price of $15.00 | 2022 | |||
Share Price (S0) | $ | 11.32 | ||
Maturity Date | 12/31/2025 | |||
Time (T) - Years | 3.63 | |||
Strike Price (X) | $ | 15.00 | ||
Risk-free Rate (r) | 2.85 | % | ||
Volatility (σ) | 7.93 | % | ||
Dividend Yield (q) | 0.00 | % | ||
Warrant Value | $ | 0.11 |
Warrants Classified as Liabilities
Private Placement Warrants
In connection with the Company's initial public offering on May 9, 2022 (“the Closing”), 14.3 million redeemable warrants in private placements (the “Private Placement Warrants”) were issued. Each Private Placement Warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to conditions as defined in the respective warrant agreement. The Private Placement Warrants have similar terms as the Public Warrants, except for the $0.01 cash redemption feature. However, in the event a Private Placement Warrant is transferred to a third-party not affiliated with the Company (referred to as a non-permitted transferee), the warrant becomes a Public Warrant and is subject to the $0.01 cash redemption feature. If this occurs, the calculationchanges for the settlement amount of the Private Placement Warrants. Since the settlement amount depends solely on who holds the instrument, which is not an input to the fair value of a fixed-for-fixed option or forward on equity shares, the Private Placement Warrants are liability classified. As of March 31, 2024, there were 14.3 millionPrivate Placement Warrants outstanding.
The Company has derivative financial instrument liabilities of $7.6 million and $14.0 million, as of March 31, 2024 and December 31, 2023, respectively, related to the Private Placement Warrants. The Company uses the share price of its Public Warrants as the input for the recurring fair value measurement of Private Placement Warrants at the end of each reporting period within the“Derivative financial instruments”line item of the condensed consolidated balance sheets. The Public Warrants are used to remeasure the fair value as they have similar key terms. Refer to Note 7 and 9 for additional information.
During the three months ended March 31, 2024 and 2023, a gain of $6.3 million and loss of $2.2 million, respectively, was recognized within the “Gain/(loss) from the change in fair value of derivative liabilities” line in the condensed consolidated statement of operations. The change in fair value is recorded under operating activities within the condensed consolidated statements of cash flows.
The Company uses a fair value hierarchy, which has three levels based on the reliability of the inputs, to determine fair value. The Company’s assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. Level 1 refers to fair values determined based on unadjusted quoted prices in active markets for identical instruments. Level 2 refers to fair values estimated using other observable inputs for the instruments, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 includes fair values estimated using unobservable inputs for the instruments used to measure fair value to the extent that observable inputs are not available. The carrying amounts of cash and cash equivalents, financial investments, related party receivables, related party loan receivables, other current assets, accounts payable, related party payables, and other current payables approximate their fair values due to the short-term maturities of the instruments.
The fair value of debt was estimated using a discounted cash flow model and other observable inputs. Therefore, deemed to be Level 2. Refer to Note 8 for the methodology for determining the fair value of Private Placement Warrants.
As of March 31, 2024 and December 31, 2023, there were no changes in the fair value methodology and no transfers between levels of the financial instruments.
The following table lists the Company’s financial liabilities by level within the fair value hierarchy.
| March 31, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||||
| Carrying | Fair Value | Carrying | Fair Value | ||||||||||||||||||||||||||||
| Amount | Level 1 | Level 2 | Level 3 | Amount | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Private Placement Warrants | $ | 7,624 | $ | - | $ | 7,624 | $ | - | $ | 13,965 | $ | - | $ | 13,965 | $ | - | |||||||||||||||
| Debt | $ | 40,041 | $ | - | $ | 34,805 | $ | - | $ | 25,764 | $ | - | $ | 21,273 | $ | - | |||||||||||||||
The Company’s common stock and Public Warrants trade on the NYSE under the symbols “EVEX” and “EVEXW”, respectively. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $0.001 per share: (i) 1,000,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. There were 269,365,708 and 269,359,021 shares of common stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.Holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors in its discretion out of funds legally available. No dividends on common stock have been declared by the Company’s Board of Directors through March 31, 2024, and the Company does not expect to pay dividends in the foreseeable future. The Company has shares of common stock reserved for future issuance related to warrants and share-based compensation.
Preferred stock may be issued at the discretion of the Company’s Board of Directors, as may be permitted by the General Corporation Law of the State of Delaware and without further stockholder action. The shares of preferred stock would be issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends, or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers, and directors and in certain instances may be used as an anti-takeover defense. As of March 31, 2024 and December 31, 2023, there was no preferred stock issued and outstanding.
In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets, or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied, if any.
Basic and diluted earnings per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Diluted net loss per common stock reflects the potential dilution that would occur if securities were exercised or converted into common stock. The effects of any incremental potential common stock are excluded from the calculation of earnings per share if their effect would be anti-dilutive. Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in basic and diluted earnings per share as of the date that all necessary conditions to earn the awards have been satisfied. Public and Private Placement Warrants are considered for the diluted earnings per share calculation to the extent they are “in-the-money” and their effect is dilutive. The Company has retroactively adjusted the shares issued and outstanding prior to May 9, 2022, to give effect to the exchange ratio.
For the three months ended March 31, 2024 and 2023, there were no securities outstanding whose effect would be dilutive to earnings per share. Therefore, the number of basic and diluted weighted-average shares outstanding were equal for each period.
| Three Months Ended | ||||||||
March 31, | ||||||||
| 2024 | 2023 | |||||||
Net loss | $ | (25,296 | ) | $ | (25,772 | ) | ||
| Weighted-average shares outstanding – basic and diluted | 276,263 | 275,494 | ||||||
Net loss per share – basic and diluted | $ | (0.09 | ) | $ | (0.09 | ) | ||
| March 31, | |||||||
| 2024 | 2023 | ||||||
| Unvested restricted stock units | 1,141 | 914 | |||||
| Penny warrants with unmet contingencies | 13,523 | 14,173 | |||||
| Warrants “out of the money” | 42,750 | 42,750 | |||||
| Total | 57,413 | 57,837 | |||||
Warrants that are “out of the money” include Public, Private Placement, and Market Warrants issued to potential financiers and suppliers where the exercise price exceeded the common stock price for the period, as described in Note 7. Penny Warrants contain various contingencies agreed upon with the potential customers and suppliers. The terms and conditions of the potentially dilutive warrants can be referred to in Note 7.
Research and development expenses consisted of the following:
| Three Months Ended | ||||||||
| March 31, | |||||||
| 2024 | 2023 | ||||||
| Outsourced services | $ | 24,677 | $ | 19,437 | ||||
Payroll costs | 2,607 | 2,036 | ||||||
Other expenses | 171 | 55 | ||||||
Total | $ | 27,455 | $ | 21,528 | ||||
Selling, general and administrative expenses consisted of the following:
| Three Months Ended | ||||||||
March 31, | ||||||||
| 2024 | 2023 | ||||||
Payroll costs | $ | 3,273 | $ | 2,718 | ||||
Outsourced services | 2,097 | 2,110 | ||||||
| Director & Officers insurance | 379 | 1,002 | ||||||
| Other expenses | 728 | 324 | ||||||
Total | $ | 6,477 | $ | 6,154 | ||||
The Company calculates its income tax amounts using a separate return methodology. Under this method, the Company prepares the financial statements as if it will file separate returns with tax authorities. As a result, the Company’s deferred tax balances and effective tax rate as a stand-alone entity will likely differ significantly from those calculated in the actual consolidated return with Embraer. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. The tax loss carryforwards and valuation allowances reflected in the condensed consolidated financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ and EAH consolidated financial statements.
For the three months ended March 31, 2024 and 2023, the Company recognized current income tax expense of $0.6 million and $0.2 million, respectively, due to year-to-date income in the Brazilian jurisdiction.
Leases primarily consist of office space, facilities, and equipment. A lease is deemed to exist when the Company has the right to control the use of identified property, plant or equipment, as conveyed through a contract, for a certain period of time and consideration paid. The right to control is deemed to occur when the Company has the right to obtain substantially all of the economic benefits of the identified assets and the right to direct the use of such assets. The Company recognizes right-of-use (“ROU”) assets and a corresponding lease liability on the lease commencement date (the date in which the asset is available for use). Lease liabilities are recognized in “Other current payables” and “Other non-current payables.”
The Company uses its estimated incremental borrowing rate in determining the present values of lease payments. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. Lease liabilities are measured at the present value of lease payments to be made during the lease term, which is measured based on the contract term and renewal options. Options to extend the lease term or terminate it early are considered when it is reasonably certain the options will be exercised.
The following is a summary of the balance sheet components of leases:
| March 31, | December 31, | |||||||
2024 | 2023 | |||||||
| Supplemental balance sheet information | ||||||||
ROU assets, net - related parties | $ | 443 | $ | 474 | ||||
ROU assets, net - third parties | 576 | 34 | ||||||
Total ROU assets, net | $ | 1,019 | $ | 508 | ||||
Operating lease liabilities - related parties | $ | 437 | $ | 474 | ||||
Operating lease liabilities - third parties | 574 | 36 | ||||||
Total operating lease liabilities | $ | 1,011 | $ | 510 | ||||
Future minimum lease payments at March 31, 2024 were as follows:
Operating Leases | |||
| 2024 | $ | 344 | |
| 2025 | 459 | ||
| 2026 | 221 | ||
| 2027 | 92 | ||
| 2028 | - | ||
| Thereafter | - | ||
| Total minimum lease payments | 1,116 | ||
| Imputed interest | (105 | ) | |
| Total operating lease liabilities | $ | 1,011 |
As of March 31, 2024, the Company hasonelease with a related party that has not yet commenced. The lease is for a facility in Gavião Peixoto in the state of São Paulo, Brazil. The lease is expected to commence this year. The Company will also have additional leases commence for equipment from third parties during 2024.
Note 16 – Commitments and Contingencies
As of March 31, 2024 and December 31, 2023, the Company was not involved in any material legal proceedings. The Company will make accruals related to loss contingencies in instances where it is probable that a loss has been incurred and the amount can be reasonably estimated. Loss contingencies that are reasonably possible, but not probable, will be disclosed in the notes to the condensedconsolidated financial statements.
Operating segment information is presented in a manner consistent with the internal reports provided to the Chief Operating Decision Maker (“CODM”). Given Eve’s pre-revenue operating stage, it currently has no concentration exposure to products, services, or customers. Eve has determined that it currently operates in three different operating and reportable segments as the CODM assesses the operation results by each R&D project, as follows:
eVTOL The Company is designing and certifying an eVTOL purpose-built for UAM missions and plans to market its eVTOLs globally to operators of UAM services, including fixed wing and helicopter operators, as well as lessors that purchase and manage aircraft on behalf of operators.
Service and Operations Solutions The Company plans to offer a full suite ofeVTOLservice and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Its services will be offered to UAM fleet operators on an agnostic basis, supporting both its owneVTOLand those produced by third parties.
UATM The Company is developing next-generation Urban Air Traffic Management software (“Vector”) to help enable eVTOLs to operate safely and efficiently in dense urban airspace along with conventional fixed wing and rotary aircraft and unmanned drones. The Company expects to offer Vector primarily as a subscription software offering to customers that include air navigation service providers, fleet operators and vertiport operators.
The CODM receives information related to the operating results based on R&D expenses by segment. Asset information by segment is not presented to the CODM.
| Three Months Ended | ||||||||
March 31, | ||||||||
| Research and development expenses by segment | 2024 | 2023 | ||||||
| eVTOL | $ | 24,644 | $ | 20,115 | ||||
| Service and Operations Solutions | 1,593 | 702 | ||||||
| UATM | 1,219 | 711 | ||||||
| Total | $ | 27,455 | $ | 21,528 | ||||
| (Income)/expense not allocated to segments, net | (2,782 | ) | 4,070 | |||||
| Loss before income taxes | $ | (24,673 | ) | $ | (25,598 | ) | ||
The following discussion and analysis provide information that Eve’s management believes is relevant to an assessment and understanding of Eve’s consolidated results of operations and financial condition. The following discussion should be read in conjunction with the Company’s 2023 Form-10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited condensed consolidated financial statements.
ZANITE ACQUISITION CORP.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
| Class B Common Stock | Additional Paid-in | Accumulated | Total Stockholder’s | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balance — August 7, 2020 (inception) | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Issuance of Class B common stock to Sponsor(1) | 5,750,000 | 575 | 24,425 | — | 25,000 | |||||||||||||||
Net loss | — | — | — | (1,000 | ) | (1,000 | ) | |||||||||||||
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Balance — September 30, 2020 | 5,750,000 | $ | 575 | $ | 24,425 | $ | (1,000 | ) | $ | 24,000 | ||||||||||
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The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
ZANITE ACQUISITION CORP.
CONDENSED STATEMENT OF CASH FLOWS
Cautionary Note Regarding Forward-Looking Statements
FOR THE PERIOD FROM AUGUST 7, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020
(Unaudited)
Cash Flows from Operating Activities: | ||||
Net loss | $ | (1,000 | ) | |
Changes in operating assets and liabilities: | ||||
Accrued expenses | 1,000 | |||
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Net cash used in operating activities | — | |||
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Net Change in Cash | — | |||
Cash – Beginning | — | |||
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Cash – Ending | $ | — | ||
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Supplemental disclosure of non-cash investing and financing activities: | ||||
Deferred offering costs paid directly by Sponsor in exchange for the issuance of Class B common stock | $ | 25,000 | ||
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Deferred offering costs included in accrued offering costs | $ | 47,852 | ||
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Deferred offering costs paid through promissory note | $ | 60,000 | ||
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The accompanying notes are an integral partThis Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the unaudited condensedPrivate Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including, without limitation, statements under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial statements.
ZANITE ACQUISITION CORP.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:
• | our ability to raise financing in the future; | |
• | the impact of the regulatory environment and complexities with compliance related to such environment, including changes in applicable laws or regulations; | |
• | the impact of public health crises and epidemics; | |
• | our ability to implement and maintain an effective system of internal control over financial reporting; | |
• | our ability to grow market share in our existing markets or any new markets we may enter; | |
• | our ability to respond to general economic conditions; | |
• | the impact of foreign currency, interest rate, exchange rate and commodity price fluctuations; | |
• | our ability to manage our growth effectively; | |
• | our ability to achieve and maintain profitability in the future; | |
• | our ability to access sources of capital to finance operations and growth; | |
• | the success of our strategic relationships with third parties; | |
| • | our ability to successfully develop, certify and commercialize our planned Urban Air Mobility solutions; | |
• | competition from other manufacturers and operators of electric vertical take-off and landing vehicles and other methods of air or ground transportation; | |
• | various environmental requirements; | |
• | retention or recruitment of executive and senior management and other key employees; | |
• | reliance on services to be provided by Embraer and other third parties; and | |
• | other risks and uncertainties described in this Quarterly Report on Form 10-Q and in our most recent Annual Report on Form 10-K (the “2023 Form 10-K”), including those under “Risk Factors” |
SEPTEMBER 30,Overview
Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida and São José dos Campos, São Paulo, Brazil. The Company is a former blank check company incorporated on November 19, 2020,
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
under the name Zanite Acquisition Corp. (the “Company”(“Zanite”) was incorporated inas a Delaware on August 7, 2020. The Companycorporation that was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).businesses.
The Company
Eve’s goal is not limited to be a particular industry or sectorleading company in the urban air mobility (“UAM”) market by taking a holistic approach to developing a UAM solution that includes: the design and production of electric vertical take-off and landing vehicles (“eVTOLs”), a portfolio of maintenance and support services focused on Eve’s and third-party eVTOLs, and new air traffic management software for purposes of consummating a Business Combination. The CompanyeVTOLs, (“Vector”), designed to allow eVTOLs to operate safely and efficiently in dense urban airspace alongside conventional aircraft and drones. Eve’s mission is an early stage and emerging growth company and, as such, the Company is subjectto bring affordable air transportation to all passengers, improve quality of life, unleash economic productivity, save passengers time, and reduce global carbon emissions. Eve plans to leverage its strategic relationship with Embraer to de-risk and accelerate its development plans, while saving costs by utilizing Embraer’s extensive resources.
Eve’s Business Model
Eve plans to fuel the development of the UAM ecosystem by providing a complete portfolio of solutions across threeprimary offerings:
eVTOL Production and Design. Eve is designing and certifying an eVTOL purpose-built for UAM missions. Eve plans to market its eVTOLs globally to operators of UAM services, including fixed wing and helicopter operators, as well as lessors that purchase and manage aircraft on behalf of operators.
Service and Operations Solutions. Eve plans to offer a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Its services will be offered to UAM fleet operators on an agnostic basis – supporting both its own eVTOL and those produced by third parties.
Urban Air Traffic Management. Eve is developing Vector,a next-generation UATM software to help enable eVTOLs to operate safely and efficiently in dense urban airspace along with conventional fixed wing and rotary aircraft and unmanned drones. Eve expects to offer Vectorprimarily as a subscription software offering to customers that include air navigation service providers, fleet operators and vertiport operators.
To date, Eve has not generated any revenue, as it continues to develop its eVTOL vehicles and other UAM solutions. As a result, Eve will require substantial additional capital to develop products and fund operations for the foreseeable future. Until Eve can generate any revenue from product sales and services, it expects to finance operations through a combination of existing cash on hand, public offerings, private placements, and debt financings. The amount and timing of future funding requirements will depend on many factors, including the pace and results of development efforts.
ServiceAgreements
Eve has entered into Master Service Agreements (“MSA”) with ERJ and Atech and Shared Service Agreements (“SSA”) with ERJ and EAH. Pursuant to the MSAs, either directly or through their respective affiliates, ERJ and Atech will provide certain services and products to Eve and its subsidiaries, including, among others, product development of eVTOL, services development, parts planning, technical support, AOG (Aircraft on Ground)support, MRO (Maintenance, Repair and Overhaul) planning, training, special programs, technical publications development, technical publications management and distribution, operation, engineering, designing and administrative services and, at Eve’s option, future eVTOL manufacturing services. Eve expects to collaborate and leverage ERJ’s expertise as an aircraft producer, which will help it design and manufacture eVTOLs with low maintenance and operational costs and design systems and processes for maintenance, develop pilot training programs, and establish operations. The services provided under the SSA include, among others, corporate and administrative services to Eve. In addition, Eve has also entered into the Data Access Agreement with ERJ, pursuant to which, among other things, ERJ has agreed to provide Eve with access to certain of its intellectual property and proprietary information in order to facilitate the execution of the specific activities that are set out in certain of the statements of work entered into pursuant to the agreements.
The aforementioned Services Agreements continue to be in full force and effect. Further information about such agreements is set forth in our prospectus, dated January 18, 2023, filed on January 20, 2023, pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1/A, as amended (File No.333-265337) (the “Prospectus”), in the section entitled “Material Agreements.”
Key Factors Affecting Operations
Brazilian Economic Environment
The Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian government’s actions to control inflation and affect other policies and regulations have often involved, among other measures, increases in interest rates, changes in tax policies and incentives, price controls, currency devaluations, capital controls, and limits on imports. Changes in Brazil’s monetary, credit, tariff and other policies could adversely affect our business, as could inflation, currency and interest-rate fluctuations, social instability and other political, economic or diplomatic developments in Brazil, as well as the Brazilian government’s response to these developments.
Rapid changes in Brazilian political and economic conditions that have occurred and may occur require continued assessment of the risks associated with early stageour activities and emerging growth companies.the adjustment of our business and operating strategy accordingly. Developments in Brazilian government policies, including changes in the current policy and incentives adopted for financing exports of Brazilian goods, or in the Brazilian economy, over which we have no control, may have a material adverse effect on our business.
As
Inflation and exchange rate variations have had and may continue to have substantial effects on our financial condition and results of September 30, 2020,operations.
Inflation and exchange rate variations affect our monetary assets and liabilities denominated in Brazilian reais. The value of these assets and liabilities as expressed in US Dollars declines when the Company had not commenced any operations. All activity forreal devalues against the period from August 7, 2020 (inception) through September 30, 2020 relatesUS Dollar and increases when the real appreciates. In periods of devaluation of the real, we report (i) a remeasurement loss on real-denominated monetary assets and (ii) a remeasurement gain on real-denominated monetary liabilities. For additional information on the effects of exchange rate variations on our financial condition and results of operations, see the section entitled “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”
Development of the UAM Market
Our revenue will be directly tied to the Company’s formationcontinued development and sale of eVTOL and related services. While we believe the initial public offering (“Initial Public Offering”), whichmarket for UAM will be large, it remains undeveloped and there is described below. The Company will not generate any operating revenues until after the completionno guarantee of its initial Business Combination, at the earliest. The Company will generate non-operating incomefuture demand. We currently anticipate commercialization of our eVTOL services-and-support business beginning in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective on November 16, 2020. On November 19, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise2025, followed by the underwriters of the over-allotment option to purchase an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummatedcommercialization and initial revenue generation from the sale of 9,650,000 warrants (the “Private Placement Warrants”)our eVTOLs beginning in the latter half of 2026, and our business will require significant investment leading up to launching passenger services, including, but not limited to, final engineering designs, prototyping and testing, manufacturing, software development, certification, pilot training, and commercialization.
We believeoneof the primary drivers for adoption of our UAM services 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 UAM services include but are not limited to: perceptions abouteVTOLquality, safety, performance and cost; perceptions about the limited range over whicheVTOLmay be flown on a single battery charge, volatility in the cost of oil and gasoline, availability of competing forms of transportation, such as ground or air taxi or ride-hailing services, the development of adequate infrastructure, consumers’ perception about the convenience and cost of transportation usingeVTOLrelative 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 pricepremium to ground-based transportation alternatives. We anticipate initial operations in selected high-density metropolitan areas where traffic congestion is particularly acute and operating conditions are suitable for earlyeVTOLoperations. If the market for UAM does not develop as expected, this would impact our ability to generate revenue or grow our business.
Competition
We believe that our primary sources of competition are focused UAM developers and established aerospace and automotive conglomerates developing UAM businesses. We expect the UAM industry to be dynamic and increasingly competitive. Our competitors could get to market before us, either generally or in specific markets. Even if we are first to market, we may not fully realize the benefits we anticipate and we may not receive any competitive advantage or may be overcome by other competitors. If new companies or existing aerospace or automotive conglomerates launch competing solutions in the markets in which we intend to operate and 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 UAM products and services, making it easier for them to obtain the permits and authorizations required to operate UAM services. In the event our project experiences substantial delays, or our current or future competitors overcome our advantages, our business, financial condition, operating results and prospects would be harmed.
Government Certification
We plan to obtain authorizations and certifications for our eVTOL with Brazil's Agência Nacional de Aviação Civil (“ANAC”), U.S. Federal Aviation Administration (“FAA”), and European Union Aviation Safety Agency (“EASA”) initially and will seek certifications from other aviation authorities as necessary. We will also need to obtain authorizations and certifications related to the production of our aircraft and the deployment of our related services. While we anticipate being able to meet the requirements of such authorizations and certifications, we may be unable to obtain such authorizations and certifications, or to do so on the timeline we project. Should we fail to obtain any of the required authorizations or certifications, or do so in a private placementtimely manner, or any of these authorizations or certifications are modified, suspended or revoked after we obtain them, we may be unable to Zanite Sponsor LLC (the “Sponsor”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.
Initial Business Development Engagement
Since its founding, Eve has been engaged in multiple market and business development projects around the world. Examples of this include two concepts of operation (“CONOPS”) with Airservices Australia as well as with the United Kingdom Civil Aviation Authority. Both market and business development initiatives demonstrate Eve’s ability to create new procedures and frameworks designed to enable the safe scalability of UAM together with our partners. Using these initiatives as a guide, Eve has launched CONOPS in Rio de Janeiro, Miami, Japan, Chicago and South Korea, generating gross proceedsand hopes to launch additional concepts of $9,650,000, which is described in Note 4.
Transaction costs amounted to $13,143,093, consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $493,093 of other offering costs. In addition, on November 19, 2020, cash of $2,750,000 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.
Following the closing of the Initial Public Offering on November 19, 2020, an amount of $232,300,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), locatedoperation in the United States, Brazil and invested onlyaround the world.
In addition to our market development initiatives, Eve has signed non-binding letters of intent to sell over 2,900 of our eVTOL aircraft and we continue to seek additional opportunities for sales partnerships. In addition to these deals, Eve has been actively involved in U.S. government securities, within the meaning set forthUAM ecosystem development by signing Memorandums of Understanding (“MOUs”) with more than 30 market-leading partners in Section 2(a)(16) ofsegments spanning infrastructure, operations, platforms, utilities, and others. In the Investment Company Act of 1940, as amended (the “Investment Company Act”),future, we plan to focus on implementation and ecosystem readiness with a maturity of 185 days or less orour existing partners while continuing to seek UATM and support-services partnerships in any open-ended investment company that holds itself outorder to complement our business model and drive growth.
Fully-IntegratedBusiness Model
Eve’s business model to serve as a moneyfully-integratedeVTOLtransportation solution provider is uncertain. Present projections indicate that payback periods oneVTOLaircraft will result in a viable business model over the long-term as production volumes scale and unit economics improve to support sufficient market fund selected byadoption. As with any new industry and business model, numerous risks and uncertainties exist. Our financial results are dependent on certifying and deliveringeVTOLon time and at a cost that supports returns at prices that sufficient numbers of customers are willing to pay based on value arising from time and efficiency savings from utilizingeVTOLservices. Our aircraft include numerous parts and manufacturing processes unique toeVTOLaircraft, in general and our product design, in particular. Best efforts have been made to estimate costs in our planning projections; however, the Company meeting certain conditionsvariable cost associated with assembling our aircraft at scale remains uncertain at this stage of Rule 2a-7development. The success of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds heldour business also is dependent, in the Trust Account, as described below.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payablepart, on the interest earned on the Trust Account). The Companyutilization rate of our aircraft and reductions in utilization will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.
The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder
ZANITE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The Company will have until May 19, 2021 to consummate a Business Combination. However, if the Company anticipates that itadversely impact our financial performance. Our aircraft may not be able to consummatefly safely in poor weather conditions, including snowstorms, thunderstorms, lightning, hail, known icing conditions and/or fog. Inability to operate safely in these conditions would reduce our aircraft utilization and cause delays and disruptions in our services. We intend to maintain a Business Combinationhigh daily aircraft utilization rate which is the amount of time our aircraft spend in the air carrying passengers. High daily aircraft utilization is achieved in part by May 19, 2021,reducing turnaround times atvertiportsso we can fly more hours on average in a day. 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.
Results of Operations (unaudited)
| Three Months Ended | |||||||||||||||
| March 31, | |||||||||||||||
| 2024 | 2023 | (Unfavorable)/ Favorable | % | ||||||||||||
| Operating expenses | |||||||||||||||
| Research and development expenses | $ | 27,455 | $ | 21,528 | $ | (5,927 | ) | (28 | )% | ||||||
| Selling, general and administrative expenses | 6,477 | 6,154 | (322 | ) | (5 | )% | |||||||||
| Loss from operations | (33,932 | ) | (27,683 | ) | (6,249 | ) | (23 | )% | |||||||
| Gain/(loss) from the change in fair value of derivative liabilities | 6,341 | (2,195 | ) | 8,536 | n.m. | ||||||||||
| Financial investment income | 2,337 | 3,254 | (918 | ) | (28 | )% | |||||||||
| Related party loan interest income | 1,222 | 990 | 232 | 23 | % | ||||||||||
| Interest expense | (412 | ) | - | (412 | ) | n.m. | |||||||||
| Other (loss)/gain, net | (229 | ) | 34 | (263 | ) | n.m. | |||||||||
| Loss before income taxes | (24,673 | ) | (25,598 | ) | 926 | 4 | % | ||||||||
| Income tax expense | 623 | 174 | (450 | ) | (259 | )% | |||||||||
| Net loss | $ | (25,296 | ) | $ | (25,772 | ) | $ | 476 | 2 | % | |||||
n.m. = not meaningful
Researchand developmentexpenses
Research and development activities represent a significant part of Eve’s business. Eve’s research and development efforts focus on the Company may,design and development ofeVTOLs, the development of service and operations support for its vehicles and those manufactured by resolutionthird parties, and the development of Vector, the UATM software platform. Research and development expenses consist of personnel-related costs (including salaries, bonuses, benefits and stock-based compensation) for Eve’s employees focused on research and development activities, fees incurred under theMSAs, equipment and materials, and an allocation of overhead, including rent, information technology costs and utilities. Eve expects research and development expenses to increase significantly as it increases staffing to supporteVTOLaircraft engineering and software development, builds aircraft prototypes, progresses towards the launch of its boardfirsteVTOLaircraft, and continues to explore and develop next generation aircraft and technologies.
Research and development expenses increased $5.9 million for thethree months ended March 31, 2024. This increase in research and development was primarily due to an increase in R&D’s team headcount, higher engineering expenses contemplated in MSA agreements with ERJ andAtech, and higher expenses related to cost of directors if requested bysupplies for the Sponsor, extenddevelopment of the period prototype vehicle, a full-scale model of timeEve’seVTOL, including batteries, motors, thermal management systems, propellersand other components. Further, additional milestone payments and purchases of parts, equipment and supplies went to suppliers and outside contractors in connection with the Company will havecontinued development of theprototypevehicle.
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of personnel-related costs (including salaries, bonuses, benefits and share-based compensation) for employees associated with administrative services such as executive management, business development, legal, human resources, information technology, accounting and finance. These expenses also include certain third-party consulting services, contractor and professional services fees, audit and compliance expenses, insurance costs, corporate overhead costs, depreciation, rent, and utilities.
Selling, general and administrative expenses increased $0.3 million for the three months ended March 31, 2024, primarily related to consummate a Business Combination up to two times, each by an additional 6 months (until May 19, 2022), subjectincrease in headcount and payroll costs of $0.5 million, pre-operational expenses related to the sponsor purchasing additionalTaubaté facility of $0.4 million, partially offset by decreased director & officer insurance expense of $0.6 million.
Gain/(loss) from the change in fair value of derivative liabilities
Gain from the change in fair value of derivative liabilities increased $8.5 million for the three months ended March 31, 2024, due to the decrease in value of the Company’s Private Placement Warrants. The Company’s stockholders willPrivate Placement Warrant value is based on the Company’s Public Warrants trading price, which decreased in value by $0.45 for the three months ended March 31, 2024 whereas the Public Warrants increased in value by $0.15 for the three months ended March 31, 2023.
Financial investment income
Financial investment income decreased $0.9 million in the three months ended March 31, 2024, primarily related to the average investment balance decreasing by $76.0 million as compared to the three months ended March 31, 2023.
Liquidity and Capital Resources
Eve has incurred net losses since its inception and to date has not be entitledgenerated any revenue. We expect to vote on or redeem their sharescontinue to incur losses and negative operating cash flows for the foreseeable future until we successfully commence sustainable commercial operations.
As of the Closing of the business combination with Zanite Acquisition Corp., Eve received proceeds from the business combination and PIPE Investment of approximately $357.3 million. In addition, in September 2022, Eve received $15.0 million from United Airlines Ventures, Ltd. (“United”), in connection with a subscription agreement pursuant to which United agreed to subscribe for an aggregate of 2,039,353 shares of common stock and a warrant agreement pursuant to which the Company issued to United new warrants to acquire up to 2,722,536 shares of common stock, each with an exercise price of $0.01 per share. On January 23, 2023, the Company secured loans from BNDES for a total borrowing availability of R$490.0 million (approximately $98.1 million, using the exchange rate on March 31, 2024).
As of March 31, 2024, Eve had cash of $23.6 million, financial investments of $114.7 million, a related party loan receivable of $84.3 million from EAH and $57.5 million available to be drawn on the BNDES loans, providing the Company with approximately $280.0 million of total liquidity. The total liquidity is expected to be sufficient to fund Eve’s current operating plan for at least the nexttwelvemonths.In addition, Eve will receive the proceeds from any such extension. Pursuant toexercise of any warrants in cash, other than a cashless exercise effected in accordance with the terms of such warrants.
Eve’s future capital requirements will depend on many factors, including:
| • | researchand developmentexpensesas itcontinuesto developitseVTOLaircraft; | |
| • | capitalexpendituresin theexpansionof itsmanufacturingcapacities; | |
| • | additionaloperatingcostsand expensesforproductionramp-upand raw materialprocurementcosts; | |
| • | generaland administrativeexpensesas Eve scalesitsoperations; | |
| • | interestexpensefromany debtfinancingactivities;and | |
| • | sellingand distributionexpensesas Eve builds,brandsand marketselectricaircraft. |
Eve intends to continue to use their liquidity primarily to fund its research and development activities and other personnel costs, which are our business’ principal uses of cash. In light of the Certificatesignificant number of Incorporation, in orderredemptions that occurred during the business combination, the current trading price for shares of our common stock and the unlikelihood that we will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, these funds will likely not be sufficient to extendenable Eve to complete all necessary development of and commercially launch its eVTOL aircraft. Our future capital requirements will depend on many factors, including our revenue growth rate, the periodtiming and the amount of timecash received from our customers, the expansion of sales and marketing activities and the timing and extent of spending to consummatesupport development efforts. Until Eve generates sufficient operating cash flow to cover its operating expenses, working capital needs and planned capital expenditures, or if circumstances evolve differently than anticipated, Eve expects to utilize a Business Combination in such a manner, the Sponsor, uponcombination of equity and debt financing to fund any future capital needs. Currently, no less than five days’ advance notice priordecision has been made as to specific sources of additional funding and Eve may explore different potential funding opportunities including potential long-term debt finance lines with private and public banks, advances and pre-delivery down payments from customers as well as equity and convertible lines. Eve may be unable to raise additional funds when needed on favorable terms or at all. The sale of securities by selling securityholders pursuant to the applicable deadline, must purchase an additional 2,300,000 Private Placement Warrants, atProspectus could result in a significant decline in the public trading price of $1.00 per warrantthe common stock and depositcould further decrease the $2,300,000likelihood of raising additional funds successfully. If Eve raises 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 Eve raises 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 proceeds into the Trust Account on or prior topast and may in the datefuture, experience periods of upheaval that could impact the applicable deadline, for each 6 month extension. availability and cost of equity and debt financing.
In the event that the Company receives notice from the Sponsor five days priorEve requires additional financing but is unable to the applicable deadlineraise additional capital or generate cash flows necessary to continue its research and development and invest in continued innovation, Eve may not be able to compete successfully, which would harm its business, results of operations and financial condition. If adequate funds are not available, Eve may need to reconsider its wish for the Company to effect an extension, the Company intends to issueexpansion plans or limit its research and development activities, which could have a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issuematerial adverse impact on our business prospects and results of operations.
Financing Activities
BNDES Loan Agreement
As previously disclosed, on January 23, 2023, Eve Brazil entered into a press release the day after the applicable deadline announcing whether or not the funds have been timely deposited. Our sponsor has the option to accelerate its purchase of one or both halves of the up to 4,600,000 Private Placement Warrants at any time following the closing of the Initial Public Offering and prior to the consummation of the Business Combinationloan agreement (the “Loan Agreement”) with the same effect of extending the time the Company will have to consummate a Business Combination by 6 or 12 months, as applicable.
In addition to the Sponsor’s ability to extend the Company’s deadline to consummate a Business Combination in 6-month increments by purchasing additional Private Placement Warrants as described above, the Company may also hold a stockholder vote at any time to amend the Certificate of Incorporation to modify the amount of time the Company will have to consummate a Business Combination. The Sponsor and the Company’s executive officers, directors and director nominees have agreed that they will not propose any such amendment unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted withdrawals), divided by the number of then outstanding Public Shares. As used herein, “Combination Period” refers to (i) the 6-month period from the closing of the Initial Public Offering in which the Company must complete a Business Combination, (ii) the 12- or 18-month period from the closing of the Initial Public Offering in which the Company must complete a Business Combination if the Sponsor has extended the period of time for the Company to consummate a Business Combination by purchasing additional Private Placement Warrants, and (iii) such other time period in which the Company must consummate a Business CombinationBNDES, pursuant to an amendment to the Certificatewhich BNDES granted two lines of Incorporation.
If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.
ZANITE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount initially deposited into the Trust Account ($10.10).
In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liablecredit to the Company, if andwith an aggregate amount of R$490 million (approximately $98.1 million, using the exchange rate on March 31, 2024), to support the extent any claims bydevelopment of the eVTOL project. For additional information about the Loan Agreement, see the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2023.
On December 21, 2023, the Company announced that Bradesco Bank had concluded that the first line of credit under the Loan Agreement aligned with the 2023 Green Loans Principles, which is a third partyset of guidelines issued for services rendered or products soldstructuring loan operations for sustainable purposes. As of March 31, 2024, a total of R$203.0 million (approximately $40.6 million) had been issued to the Company or a prospective target business with whichpursuant to the Company has discussed entering into a transaction agreement, reduceLoan Agreement.
Cash Flows
The following table summarizes cash flows for the amountperiods indicated (in thousands):
| Three Months Ended | |||||||||||
March 31, | |||||||||||
| 2024 | 2023 | Change | |||||||||
| Net cash used by operating activities | $ | (35,813 | ) | $ | (19,891 | ) | $ | (15,922 | ) | ||
| Net cash used by investing activities | $ | (2,106 | ) | $ | (17,544 | ) | $ | 15,437 | |||
| Net cash provided by financing activities | $ | 14,747 | $ | - | $ | 14,747 | |||||
Net Cash Used by Operating Activities
Net cash used by operating activities increased $15.9 million for three months ended March 31, 2024, primarily related to an increase in cash used for working capital of funds$8.6 million, increased research and development expenses of $5.9 million, increased interest and taxes paid of $0.5 million, lower non-cash operating expenses of $0.4 million, and increased SG&A expenses of $0.3 million.
Net Cash Used by InvestingActivities
Net cash used by investingactivities decreased $15.4 million for thethree months ended March 31, 2024, primarily related to less net purchases of financial investments of $2.0 million in order to fund operations compared to $17.5 million financial investment purchases for the Trust Accountthree months ended March 31, 2023.
Net Cash Provided by Financing Activities
Net cash provided by financing activities increased $14.7 million for thethree months ended March 31, 2024,primarily related to below the lesserproceeds from BNDES loan borrowings.
Critical Accounting Estimates
The preparation of the datecondensedconsolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent liabilities and the liquidationreported amounts of expenses during the Trust Account, if less than $10.10 per public Share due to reductions inreporting period. Eve’s estimates are based on our historical experience and on various other factors that Eve believes are reasonable under the circumstances, the results of which form the basis for making 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 critical accounting estimates that affect the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been preparedand the judgments and assumptions used are described in accordance with accounting principles generally acceptedItem 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Form 10-K.
Credit Risk
Financial instruments, which subjects Eve to concentrations of credit risk, consist primarily of cash, cash equivalents, financial investments, and a related party loan receivable. Eve’s cash and cash equivalents and financial investments are held at major financial institutions located in the United States of America (“GAAP”) for interimand Brazil. At times, cash account balances with any one financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”)institution may exceed Federal Deposit Insurance Corporation insurance limits ($250,000 per depositor per institution). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation ofManagement believes the financial position, operating resultsinstitutions that hold Eve’s cash and cash flowsequivalents and financial investments are financially sound and, accordingly, minimal credit risk exists with respect to cash and cash equivalents and financial investments.
The Company also performs an ongoing evaluation of our counterparty, Embraer Aircraft Holdings, Inc., for the periods presented.related party loan receivable. No allowance for credit loss has been deemed necessary.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 16, 2020, as well as the Company’s Current Reports on Form 8-K, as filed with the SEC on November 19, 2020 and November 25, 2020. The interim results for the period from August 7, 2020 (inception) through September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future periods.
In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” as of September 30, 2020, management has determined that if the Company is unable to complete a Business Combination during the Combination Period (as defined in Note 1), then the Company will cease all operations except for the purpose of liquidating. The mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of business on May 19, 2021.
Emerging Growth Company Status
The Company is
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain exemptions from various reportingaccounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements thatavailable to emerging growth companies. As a result of the accounting standards election, we are applicablenot subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.
We also take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act, including, but not limited to, not being required to comply with the independent registered public accounting firmauditor attestation requirements of Section 404404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbindingnon-binding advisory votevotes on executive compensation and stockholder approval of any golden parachute payments not previously approved.
ZANITE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as anWe will lose our emerging growth company can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of condensed financial statements in conformity with GAAP requires the Company’s management to make estimatesstatus and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2020.
Deferred Offering Costs
Offering costs consist of legal, accounting, underwriting, and other expenses incurred through the balance sheet date that are directly relatedbecome subject to the Initial Public Offering. Offering costs amounting to $13,143,093 were charged to stockholder’s equitySEC’s internal control over financial reporting auditor attestation requirements upon the completion of the Initial Public Offering (see Note 1). As of September 30, 2020, there were $132,852 of deferred offering costs recorded in the accompanying condensed balance sheet.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is subject to income tax examinations by major taxing authorities since inception.
ZANITE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Net Loss per Common Share
Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. At September 30, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their option to purchase an additional 3,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 9,650,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant or $9,650,000. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
The Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 5,750,000 shares of Class B common stock (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. As a result of the underwriter’s election to fully exercise their over-allotment option, the Founder Shares are no longer subject to forfeiture.
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.
ZANITE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Administrative Services Agreement
The Company entered into an administrative services agreement, commencing on November 19, 2020 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay to the Sponsor a total of $10,000 per month for office space, secretarial and administrative services provided to memberslast day of the Company’s management team.
Promissory Notes — Related Party
On August 7, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the consummation of the Initial Public Offering. As of September 30, 2020, there was $60,000 outstanding under the Promissory Note. The outstanding balance under the Promissory Note of $93,093 was subsequently repaid on November 23, 2020.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2020, no amounts were outstanding under the Working Capital Loans.
NOTE 6. COMMITMENTS
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Registration and Stockholder Rights
Pursuant to a registration rights agreement entered into on November 16, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE 7. STOCKHOLDER’S EQUITY
Preferred Stock—The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2020, there were no shares of preferred stock issued or outstanding.
ZANITE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
Class A Common Stock—The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At September 30, 2020, there were no shares of Class A common stock issued or outstanding.
Class B Common Stock—The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share. At September 30, 2020, there were 5,750,000 shares of Class B common stock issued and outstanding.
Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law.
The shares of Class B common stock will automatically convert into Class A common stock concurrently with or immediatelyfiscal year following the consummationfifth anniversary of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in connection with a Business Combination, the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by Public Stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants:
in whole and not in part;
at a price of $0.01 per Public Warrant;
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
ZANITE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2020
(Unaudited)
if, and only if, the closing price of the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to warrant holders.
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company completes a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
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References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Zanite Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Zanite Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on August 7, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations (other than searching for a Business Combination after our Initial Public Offering) nor generated any revenues to date. Our only activities from inception through September 30, 2020 were organizational activities, those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our Business Combination. We expect to generate non-operating income in the form of interest income on marketable securities held after the Initial Public Offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the period from August 7, 2020 (inception) through September 30, 2020, we had a net loss of $1,000, which consisted of formation costs.
Liquidity and Capital Resources
As of September 30, 2020, we had no cash. Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of common stock by the Sponsor and loans from our Sponsor.
Subsequent to the quarterly period covered by this Quarterly Report,’s IPO on November 19, 2020, or (1) we consummated the Initial Public Offeringhave total annual gross revenue of 23,000,00 Units, which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 9,650,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant in a private placement to our stockholders, generating gross proceeds of $9,650,000.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Warrants, a total of $232,300,000 was placed in the Trust Account. We incurred $13,143,093 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $493,093 of other offering costs.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account to complete our Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. Ifleast $1.2 billion, (2) we are unabledeemed to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2020.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligationsa large accelerated filer, or long-term liabilities, other than an agreement the Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services. We began incurring these fees on November 19, 2020 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
Pursuant to a registration rights agreement entered into on November 16, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring us to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration statements.
Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at(3) the date of the financial statements, and income and expenseson which we have issued more than $1.0 billion in non-convertible debt during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.
Item 3. 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to market risk for changes in the Brazilian interest rate CDI, related to our cash equivalents in Brazil that are invested in Bank Deposit Certificates (“CDB”), which are issued by financial institutions in Brazil and immediately available for redemption. As of September 30, 2020, we were not subject to any market or interest rate risk. Following the consummationMarch 31, 2024, approximately 4% of our Initial Public Offering,consolidated cash, cash equivalents and financial investments were indexed to the net proceedsvariation of our Initial Public Offering, including amountsthe CDI rate.
The CDI rate is an average of interbank overnight rates in Brazil. A risk to financial investment income arises from rate fluctuations in the Trust Account, have been investedBrazilian interest rates.
The interest rates on the loans made available by BNDES are fixed or fixed upon drawing the debt, which will reduce variability of interest expense.
Our investment policy is focused on the preservation of capital and supporting the Company’s liquidity needs. The Company’s policy for managing the risk of fluctuations in U.S. government treasury obligations withinterest rates on financial investments is to maintain a maturitysystem to measure market risk, which consists of 185 days or less oran aggregate analysis of variety of risk factors that might affect the return of those investments.
Foreign Currency Risk
The Company’s operations most exposed to foreign exchange gains/losses are those denominated in certain money market funds that invest solelyreais (labor costs, tax issues, local expenses and financial investments) arising from the subsidiary located in U.S. treasuries. DueBrazil. The relationship of the real to the short-term naturevalue of these investments, we believe there will be no associated material exposurethe US Dollar may adversely affect us, mainly due to interestthe fact that 3% of total assets and 17% of total liabilities are in reais.
The Brazilian real has experienced frequent and substantial variations in relation to the US Dollar and other foreign currencies. As of March 31, 2024, the closing exchange rate risk.was 4.9962 reais per US $1.00.
Management’s Evaluation of Disclosure ControlsControl and Procedures
Disclosure
The Company’s management is responsible for maintaining disclosure controls and procedures that are designed to ensure that material information required to be disclosed by us in our reports that we file or submit under the Exchange Act, reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required financial disclosure. Because of the inherent limitations, disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation ofevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal quarter ended September 30, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officerofficers and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.as of March 31, 2024.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscalfirst quarter of 2020 covered by this Quarterly Report on Form 10-Qended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, affect, our internalinternal control over financial reporting.financial reporting.
Item 1. Legal Proceedings.We are, from time to time, subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. We are not currently a party to any such claims, lawsuits or proceedings, the outcome of which, if determined adversely to us, we believe would, individually or in the aggregate, be material to our business or result in a material adverse effect on our future operating results, financial condition or cash flows.
None.
Factors.Factors
Except as set forth below, as of the date of this Quarterly Report, thereThere have been no material changes with respect to those risk factors previouslythe Risk Factors disclosed in our Registration Statement filed with the SEC.2023 Form 10-K. Any of thesethose factors, could result in a significant or material adverse effect on our results of operations or financial condition. Additionaladditional risk factors not presently known to us or that we currently deem immaterial, may also impaircould result in a material adverse effect on our business, financial condition or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.
The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments to our Amended and Restated Certificate of Incorporation, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to us, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by public stockholders.
Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds.Proceeds, and Issuer Purchases of Equity Securities
On November 19, 2020, we consummated the Initial Public Offering of 23,000,000 Units, inclusive of 3,000,000 Units sold to the underwriters upon the underwriters’ election to fully exercise their over-allotment option, at a price of $10.00 per Unit, generating total gross proceeds of $230,000,000. BTIG, LLC acted as sole book-running manager of the Initial Public Offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-349618). The Securities and Exchange Commission declared the registration statement effective on November 16, 2020.None.
Simultaneous with the consummation of the Initial Public Offering and the full exercise of the over-allotment option, we consummated the private placement of an aggregate of 9,650,000 warrants at a price of $1.00 per Private Placement Warrant, generating total proceed of $9,650,000. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Of the gross proceeds received from the Initial Public Offering including the over-allotment option, and the Private Placement Warrants, $232,300,000 was placed in the Trust Account.
We paid a total of $4,600,000 in underwriting discounts and commissions and $493,093 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.
None.
Not Applicable.applicable.
None.
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Exhibit No. |
| Description |
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3.1 |
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| 8-K |
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| 001-39704 |
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| May 13, 2022 |
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3.2 |
| Amended and Restated Bylaws of Eve Holding, Inc., dated as of May 9, 2022. |
| 8-K |
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| May 13, 2022 |
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| 10.1 | Separation Agreement by and among Eve Holding, Inc. and Gerard DeMuro, dated January 15, 2024. | 8-K | 001-39704 | 10.1 | January 16, 2024 | |||||||||||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act. | X | ||||||||||||||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act. | X | ||||||||||||||||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. | X | ||||||||||||||||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. | X | ||||||||||||||||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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The following exhibits are filed as part
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In accordance with 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 thereuntohereunto duly authorized.
| EVE HOLDING, INC. | ||||||||||||
Date: | May 7, 2024 | By: | /s/ | |||||||||
Name: | Johann Bordais | |||||||||||
Title: | Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | ||||||||||||
Date: | May 7, 2024 | By: | /s/ | ||||||||
Name: | Eduardo Siffert Couto | ||||||||||
Title: | Chief Financial Officer | ||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
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