Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 03, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | EVE HOLDING, INC. | |
Entity Central Index Key | 0001823652 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39704 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2549808 | |
Entity Address, Address Line One | 1400 General Aviation Drive | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32935 | |
City Area Code | (321) | |
Local Phone Number | 751-5050 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 264,332,132 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | EVEX | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock | |
Trading Symbol | EVEXW | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current: | ||
Cash and cash equivalents | $ 176,316,554 | $ 14,376,523 |
Financial investments | 154,464,652 | 0 |
Related party receivable | 256,645 | 220,000 |
Other current assets | 166,085 | 21,140 |
Total current assets | 331,203,936 | 14,617,663 |
Capitalized software, net | 0 | 699,753 |
Total assets | 331,203,936 | 15,317,416 |
Current: | ||
Accounts payable | 889,594 | 877,641 |
Related party payable | 9,560,773 | 0 |
Derivative financial instruments | 7,267,500 | 32,226 |
Other payables | 2,159,603 | 616,156 |
Total current liabilities | 19,877,470 | 1,526,023 |
Other noncurrent payables | 542,809 | 702,921 |
Total liabilities | 20,420,279 | 2,228,944 |
STOCKHOLDERS'S EQUITY | ||
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 264,332,132 and 235,582,132 shares issued and outstanding on June 30, 2022 and December 31, 2021, respectively | 264,332 | 0 |
Net parent investment | 0 | 13,120,698 |
Additional paid-in capital | 320,295,756 | 0 |
Accumulated deficit | (9,776,431) | 0 |
Accumulated other comprehensive loss | 0 | (32,226) |
Total stockholders' equity | 310,783,657 | 13,088,472 |
Total liabilities and stockholders' equity | $ 331,203,936 | $ 15,317,416 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Common stock, shares issued | 264,332,132 | 235,582,132 | 235,582,132 |
Common stock, shares outstanding | 264,332,132 | 235,582,132 | 235,582,132 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating expenses | ||||
Research and development | $ (9,835,736) | $ (1,938,812) | $ (18,950,423) | $ (3,830,463) |
Selling, general and administrative | (6,475,430) | (429,467) | (7,284,196) | (757,410) |
Other expenses | (37,123) | 0 | (37,123) | 0 |
Loss from operations | (16,348,289) | (2,368,279) | (26,271,742) | (4,587,873) |
Change in fair value of derivative liabilities | 4,132,525 | 0 | 4,132,525 | 0 |
Financial and foreign exchange gain (loss), net | 563,854 | (46,347) | 986,566 | (43,873) |
Loss before income taxes | (11,651,910) | (2,414,626) | (21,152,651) | (4,631,746) |
Income tax benefit/(expense) | (129,708) | 0 | (129,708) | 0 |
Net loss | $ (11,781,618) | $ (2,414,626) | $ (21,282,359) | $ (4,631,746) |
Net loss per share basic and diluted | $ (0.05) | $ (0.01) | $ (0.09) | $ (0.02) |
Weighted-average number of shares outstanding – basic and diluted | 248,989,790 | 220,000,000 | 234,574,977 | 220,000,000 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (11,781,618) | $ (2,414,626) | $ (21,282,359) | $ (4,631,746) |
Derivative financial instruments - cash flow hedge | 0 | 50,195 | 0 | (911) |
Total comprehensive loss | $ (11,781,618) | $ (2,364,431) | $ (21,282,359) | $ (4,632,657) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET PARENT EQUITY - USD ($) | Total | Separation-related adjustment | Adjusted Balance | Retroactive application of recapitalization | Common Stock | Common Stock Adjusted Balance | Common Stock Retroactive application of recapitalization | Net parent investment | Net parent investment Separation-related adjustment | Net parent investment Adjusted Balance | Net parent investment Retroactive application of recapitalization | Additional Paid-in Capital | Additional Paid-in Capital Separation-related adjustment | Additional Paid-in Capital Adjusted Balance | Additional Paid-in Capital Retroactive application of recapitalization | Restricted stock units | Public Warrants | Accumulated deficit | Accumulated deficit Adjusted Balance | Accumulated deficit Retroactive application of recapitalization | Accumulated other comprehensive loss | Accumulated other comprehensive loss Separation-related adjustment | Accumulated other comprehensive loss Adjusted Balance | Accumulated other comprehensive loss Retroactive application of recapitalization |
Equity at beginning of the period (in shares) at Dec. 31, 2020 | 0 | 220,000,000 | 220,000,000 | |||||||||||||||||||||
Equity at beginning of the period at Dec. 31, 2020 | $ (1,013,853) | $ (1,013,853) | $ 0 | $ 0 | $ 220,000 | $ 220,000 | $ (1,059,291) | $ 0 | $ 1,059,291 | $ 0 | $ 23,442,803 | $ 23,442,803 | $ 0 | $ (24,722,094) | $ (24,722,094) | $ 45,438 | $ 45,438 | $ 0 | ||||||
Net loss | (2,217,120) | 0 | (2,217,120) | |||||||||||||||||||||
Other comprehensive loss | (51,106) | 0 | (51,106) | |||||||||||||||||||||
Contributions from Parent | 3,004,907 | 0 | 3,004,907 | |||||||||||||||||||||
Equity at end of the period (in shares) at Mar. 31, 2021 | 220,000,000 | |||||||||||||||||||||||
Equity at end of the period at Mar. 31, 2021 | (277,172) | $ 220,000 | 0 | 26,447,710 | (26,939,214) | (5,668) | ||||||||||||||||||
Equity at beginning of the period (in shares) at Dec. 31, 2020 | 0 | 220,000,000 | 220,000,000 | |||||||||||||||||||||
Equity at beginning of the period at Dec. 31, 2020 | (1,013,853) | (1,013,853) | $ 0 | $ 0 | $ 220,000 | $ 220,000 | (1,059,291) | 0 | $ 1,059,291 | 0 | 23,442,803 | $ 23,442,803 | 0 | (24,722,094) | $ (24,722,094) | 45,438 | 45,438 | $ 0 | ||||||
Net loss | (4,631,746) | |||||||||||||||||||||||
Equity at end of the period (in shares) at Jun. 30, 2021 | 220,000,000 | |||||||||||||||||||||||
Equity at end of the period at Jun. 30, 2021 | (409,311) | $ 220,000 | 0 | 28,731,108 | (29,353,840) | (6,579) | ||||||||||||||||||
Equity at beginning of the period (in shares) at Mar. 31, 2021 | 220,000,000 | |||||||||||||||||||||||
Equity at beginning of the period at Mar. 31, 2021 | (277,172) | $ 220,000 | 0 | 26,447,710 | (26,939,214) | (5,668) | ||||||||||||||||||
Net loss | (2,414,626) | 0 | (2,414,626) | |||||||||||||||||||||
Other comprehensive loss | (911) | 0 | (911) | |||||||||||||||||||||
Contributions from Parent | 2,283,398 | 0 | 2,283,398 | |||||||||||||||||||||
Equity at end of the period (in shares) at Jun. 30, 2021 | 220,000,000 | |||||||||||||||||||||||
Equity at end of the period at Jun. 30, 2021 | (409,311) | $ 220,000 | 0 | 28,731,108 | (29,353,840) | (6,579) | ||||||||||||||||||
Equity at beginning of the period (in shares) at Dec. 31, 2021 | 220,000,000 | 220,000,000 | ||||||||||||||||||||||
Equity at beginning of the period at Dec. 31, 2021 | 13,088,472 | $ (675,620) | 12,412,852 | $ 220,000 | $ 220,000 | 0 | $ 0 | 0 | 53,489,578 | $ (707,846) | 52,781,732 | (40,588,880) | (40,588,880) | (32,226) | $ 32,226 | 0 | ||||||||
Net loss | (9,500,741) | 0 | (9,500,741) | |||||||||||||||||||||
Other comprehensive loss | 0 | |||||||||||||||||||||||
Contributions from Parent | 732,776 | 0 | 732,776 | |||||||||||||||||||||
Equity at end of the period (in shares) at Mar. 31, 2022 | 220,000,000 | |||||||||||||||||||||||
Equity at end of the period at Mar. 31, 2022 | 3,644,887 | $ 220,000 | 0 | 53,514,508 | $ 0 | $ 0 | (50,089,621) | 0 | ||||||||||||||||
Equity at beginning of the period (in shares) at Dec. 31, 2021 | 220,000,000 | 220,000,000 | ||||||||||||||||||||||
Equity at beginning of the period at Dec. 31, 2021 | 13,088,472 | $ (675,620) | $ 12,412,852 | $ 220,000 | $ 220,000 | 0 | $ 0 | $ 0 | 53,489,578 | $ (707,846) | $ 52,781,732 | (40,588,880) | $ (40,588,880) | (32,226) | $ 32,226 | $ 0 | ||||||||
Net loss | (21,282,359) | |||||||||||||||||||||||
Contributions from Parent | 219,656 | 219,656 | ||||||||||||||||||||||
Equity at end of the period (in shares) at Jun. 30, 2022 | 264,332,132 | |||||||||||||||||||||||
Equity at end of the period at Jun. 30, 2022 | 310,783,657 | $ 264,332 | 0 | 362,162,295 | 1,028,269 | 9,200,000 | (61,871,239) | 0 | ||||||||||||||||
Equity at beginning of the period (in shares) at Mar. 31, 2022 | 220,000,000 | |||||||||||||||||||||||
Equity at beginning of the period at Mar. 31, 2022 | 3,644,887 | $ 220,000 | 0 | 53,514,508 | 0 | 0 | (50,089,621) | 0 | ||||||||||||||||
Net loss | (11,781,618) | 0 | (11,781,618) | |||||||||||||||||||||
Reclassification of net parent company investment | 0 | 0 | ||||||||||||||||||||||
Reclassification of Public Warrants from liability to equity | 9,200,000 | 9,200,000 | ||||||||||||||||||||||
Issuance of common stock upon reverse recapitalization, net of fees | 308,472,363 | $ 43,392 | 308,428,971 | |||||||||||||||||||||
Issuance of common stock upon reverse recapitalization, net of fees (in shares) | 43,392,132 | |||||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units | 1,028,369 | $ 100 | 1,028,269 | |||||||||||||||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 100,000 | |||||||||||||||||||||||
Issuance of common stock under the 2022 Stock Incentive Plan | $ 40 | (40) | ||||||||||||||||||||||
Issuance of common stock under the 2022 Stock Incentive Plan (in shares) | 40,000 | |||||||||||||||||||||||
Issuance of common stock upon exercise of warrants held by PIPE investor | $ 800 | (800) | ||||||||||||||||||||||
Issuance of common stock upon exercise of warrants held by PIPE investor (in shares) | 800,000 | |||||||||||||||||||||||
Other comprehensive loss | 0 | |||||||||||||||||||||||
Equity at end of the period (in shares) at Jun. 30, 2022 | 264,332,132 | |||||||||||||||||||||||
Equity at end of the period at Jun. 30, 2022 | $ 310,783,657 | $ 264,332 | $ 0 | $ 362,162,295 | $ 1,028,269 | $ 9,200,000 | $ (61,871,239) | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (21,282,359) | $ (4,631,746) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of capitalized software | 0 | 54,063 |
Long-term incentive plan expense | (252,729) | 96,693 |
Carve-out expenses (noncash, contributed from Parent) | 952,432 | 0 |
Stock Based Compensation | 1,028,369 | 0 |
Private warrants - change in FV | (4,132,500) | 0 |
Interest on Financial Investments (noncash) | (464,652) | 0 |
Changes in operating assets and liabilities: | ||
Other assets | (153,512) | (11,674) |
Related party receivable | 216,083 | 0 |
Accounts payable | 730,186 | (680,694) |
Related party payable | 9,560,773 | 0 |
Other payables | 614,107 | 117,550 |
Net cash used in operating activities | (13,183,802) | (5,055,808) |
Cash flows from investing activities: | ||
Purchases of investing securities | (154,000,000) | 0 |
Net cash provided by investing activities: | (154,000,000) | 0 |
Cash flows from financing activities: | ||
Transfer from parent | 0 | 5,055,808 |
Gross capital contribution | 377,009,090 | 0 |
Transaction costs | (47,885,258) | 0 |
Net cash provided by financing activities | 329,123,832 | 5,055,808 |
Increase (decrease) in cash and cash equivalents | 161,940,030 | 0 |
Cash and cash equivalents at the beginning of the period | 14,376,523 | 0 |
Cash and cash equivalents at the end of the period | 176,316,554 | 0 |
Supplemental disclosure of other noncash investing and financing activities | ||
Additions to capitalized software transferred by Parent | $ 0 | $ 232,496 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | 1 Organization and Nature of Business The Company and Nature of Business Eve Holding, Inc. (“Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida and Brazil. The Company is a former blank check company incorporated on November 19, 2020 under the name Zanite Acquisition Corp. (“Zanite”) as a Delaware corporation and 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. Eve 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 electrical vertical take-off and landing (“eVTOL”) Business Combination On December 21, 2021, Zanite entered into a Business Combination Agreement (the “Business Combination Agreement”) with Embraer S.A., a Brazilian corporation (sociedade anônima) (“ERJ”), Embraer Aircraft Holding, Inc., a Delaware corporation (“EAH”) wholly owned by ERJ, and EVE UAM, LLC, a Delaware limited liability company (“Eve Sub”), a subsidiary of EAH, that was formed for purposes of conducting the UAM Business (as defined in the Business Combination Agreement). On May 9, 2022, in accordance with the Business Combination Agreement, the closing (the "Closing") of the transactions contemplated by the Business Combination Agreement (the “Business Combination”) occurred, pursuant to which Zanite issued 220,000,000 shares of Class A common stock to EAH in exchange for the transfer by EAH to Zanite of all of the issued and outstanding limited liability company interests of Eve (the “Equity Exchange”). As a result of the Business Combination, Eve is now a wholly-owned subsidiary of Zanite, which has changed its name to “Eve Holding, Inc.” On December 21, 2021, December 24, 2021, March 9, 2022, March 16, 2022 and April 4, 2022, in connection with the Business Combination, Zanite entered into subscription agreements or amendments thereto (as amended from time to time, the “Subscription Agreements”) with certain investors, including certain strategic investors and/or investors with existing relationships with ERJ (the “Strategic Investors”), Zanite Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and EAH (collectively, the “PIPE Investors”), pursuant to which, and on the terms and subject to the conditions of which, Zanite agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of 35,730,000 shares of Class A common stock at a purchase price of $10 per share, for an aggregate purchase price of $357,300,000, which included the commitment of the Sponsor to purchase 2,500,000 shares of Class A common stock for a purchase price of $25,000,000 and the commitment of EAH to purchase 18,500,000 shares of Class A common stock for a purchase price of $185,000,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing. Upon Closing, all shares of Zanite Class A and Class B common stock were converted into, on a one one Both ERJ and Zanite's sponsors incurred costs in connection with the Business Combination ("Transaction Costs"). The Transaction Costs that were determined to be directly attributable and incremental to the Business Combination were deferred and recorded as other assets in the balance sheet until the Closing. Such costs amounted to $47,885,258 and were recorded as a reduction of cash contributed with a corresponding reduction of additional paid-in capital. Accounting Treatment of the Business Combination The Business Combination was accounted for as a reverse recapitalization, equivalent to the issuance of shares by Eve for the net monetary assets of Zanite accompanied by a recapitalization. Accordingly, the consolidated assets, liabilities and results of operations of Eve (or the "UAM Business", as applicable) became the historical financial statements of the Company, and the assets, liabilities and results of operations of Zanite were consolidated with Eve beginning on the Closing date. For accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Eve. The net assets of Zanite were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the transaction are presented as those of Eve (or the "UAM Business", as applicable) in future reports of the Company. The financial statements included in this report reflect (i) the historical operating results of Eve prior to the Business Combination; (ii) the combined results of Eve and Zanite following the Closing ; (iii) the assets and liabilities of Eve at their historical cost; and (iv) the Company’s equity structure for all periods presented. EAH did not lose control over Eve as a result of the Closing because EAH held approximately 90% of Eve’s shares immediately after the Closing. Therefore, the transaction did not result in a change in control that would otherwise necessitate business combination accounting. COVID-19 Pandemic The World Health Organization declared a global emergency on January 30, 2020 with respect to the outbreak of a novel strain of coronavirus, or COVID-19 pandemic. There are many uncertainties regarding the continuing global COVID-19 pandemic, the full impact of which continues to evolve as of the date hereof. Eve is closely monitoring the COVID-19 pandemic situation and its impacts on its employees, operations, the global economy, the supply and the demand for its products and services, including the UAM Business. The full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations remains uncertain. Management is actively monitoring the situation on its operations, suppliers, industry, and workforce. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2 ifican t Accounting Policies Basis of Presentation Prior to the separation from ERJ, Eve has historically operated as part of ERJ and not as a standalone company. The audited consolidated financial statements for the periods ended December 31, 2021, have been derived from ERJ and EAH historical accounting records and are presented on a carve-out basis. As of January 1, 2022, Eve began accounting for its financial activities as an independent entity. The unaudited condensed consolidated financial statements for the three and six-month periods ended June 30, 2022, consists of Eve’s accounting data, and, in a minor portion, certain EAH’s general and administrative expenses that still had to be carved out. The balances of Eve Soluções de Mobilidade Aérea Urbana Ltda. ("Eve Brazil"), an indirect wholly owned subsidiary of Eve, that were recorded in foreign currency and were converted/translated into its functional currency, the US dollar, before being presented on the consolidated financial statements. ERJ started charging the UAM related R&D and G&A expenses to Eve through the Master Service Agreement (MSA) and Shared Service Agreement (SSA). Therefore, there was no need to continue carving out most of the expenses from ERJ and EAH. Until the Closing date, the EAH’s incurred cost, which was attributed to the UAM Business and represents its cost of doing business, was carved out due to restrictions for EAH to charge Eve under the Master Service Agreement and the Shared Service Agreement. All intercompany transactions’ balances between Eve Holding, EVE UAM, LLC "Eve US" and Eve Brazil Until the Closing date, these unaudited condensed consolidated financial statements of Eve reflect the assets, liabilities, and expenses that management determined to be specifically attributable to Eve, as well as allocations of certain corporate level assets, liabilities and expenses, deemed necessary to fairly present the financial position, results of operations and cash flows of Eve, as discussed further below. Management believes that the assumptions used as basis for the allocations of expenses, direct and indirect, as well as assets and liabilities in the unaudited condensed consolidated financial statements are reasonable. However, these allocations may not be indicative of the actual amounts that would have been recorded had Eve operated as an independent, publicly traded company for the periods presented. Prior to May 9, 2022, as a part of ERJ, Eve was dependent upon ERJ for all of its working capital and financing requirements, as ERJ uses a centralized approach to cash management and financing its operations. Accordingly, cash and cash equivalents, debt or related interest expense have not been allocated to Eve in the unaudited condensed consolidated financial statements. Financing transactions related to Eve were accounted for as a component of Net Parent Investment in the unaudited consolidated balance sheets and as a financing activity on the accompanying unaudited condensed consolidated statements of cash flows. The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Change in carve-out methodology The carve-out methodology was used since Eve’s inception until the Closing date. Thus, after May 9, 2022, no carve-out amounts were included in Eve’s financial statements. As of the Closing, ERJ concluded that all the assets and liabilities of Eve were contributed by ERJ. No other assets or liabilities are evaluated to be attributable to Eve or that would be transferred to Eve upon the completion of the Business Combination, eliminating the necessity to allocate a portion of ERJ’s assets and liabilities to Eve on a carve-out basis. Thus, Management deemed it to be more appropriate to adopt a legal entity approach as of January 1, 2022, rather than a management approach. The management approach takes into consideration the assets that are being transferred to determine the most appropriate financial statement presentation. A management approach may also be appropriate when a parent entity needs to prepare financial statements for the sale of a legal entity, but prior to divestiture, certain significant operations of the legal entity are contributed to the parent in a common control transaction. On the other hand, the legal entity approach is often appropriate in circumstances when the transaction structure is aligned with the legal entity structure of the divested entity. One example would be when shares of a legal entity or a consolidated group of legal entities are divested. If the legal entity approach is deemed appropriate, all historical results of the legal entity, including those that are not ultimately transferred, should be presented in the historical financial statements through the date of transfer . On December 14, 2021, the Company signed with ERJ the MSA and the SSA, through which ERJ charges Eve for a significant part of the expenses Eve was previously carving out. As previously explained, only a minor portion of Eve’s expenses, comprised of general overhead expenses, was allocated to Eve in order to better present its results in a stand-alone basis. With respect to the MSA and SSA, refer to Note 4 Since the financial activities from the MSA and SSA signature date Management continued to use the legal entity approach until the SPAC transaction was consummated The Company has recorded the impacts of the balance sheet adjustment (i.e. separation-related adjustment) for the change in methodology as adjustments to the January 1, 2022 beginning balance sheet and not as a period activity attributable to the six -month period ended June 30, 2022 balances were as follows: Separation-related adjustments As of December 31, Separation-Related As of January 1, 2021 Adjustment 2022 Assets Current: Cash and equivalents $ 14,376,523 $ (8 ) $ 14,376,515 Related party receivable 220,000 - 220,000 Other current assets 21,140 (8,567 ) 12,573 Total current assets 14,617,663 (8,575 ) 14,609,088 Capitalized software, net 699,753 (699,753 ) - Total assets 15,317,416 (708,328 ) 14,609,088 Liabilities and Net Parent Equity Current: Accounts payable 877,641 (718,233 ) 159,408 Derivative financial instruments 32,226 (32,226 ) - Other payables 616,156 1,015,672 1,631,828 Total current liabilities 1,526,023 265,213 1,791,236 Other noncurrent payables 702,921 (297,921 ) 405,000 2,228,944 (32,708 ) 2,196,236 Net parent equity Net parent investment 13,120,698 (707,846 ) 12,412,852 Accumulated other comprehensive income/ (loss) (32,226 ) 32,226 - Total net parent equity 13,088,472 (675,620 ) 12,412,852 Total liabilities and net parent equity $ 15,317,416 $ (708,328 ) $ 14,609,088 Therefore, Mana The change in the carve-out approach impacted the unaudited condensed consolidated statements of cash flow until May 9, 2022. Amounts that were previously presented as Transfer from Parent are now presented as a noncash item contributed by the Parent. For periods ended as of or prior to December 31, 2021, the unaudited condensed consolidated financial information includes both direct and indirect expenses. The historical direct expenses consist primarily of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long-term incentive ) of research and development employees directly involved in UAM activities, research expenses, facilities depreciation personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long term incentive ) allocated to Eve UAM activities compared to the total headcount of all ERJ employees or using an expense input comparing the total R&D expenses of Eve ERJ’s market accelerator and disruptive business innovation company (“EmbraerX”) . Eve For periods ended as of or prior to December 31, 2021, t Eve capitalized software , accounts payable and other payables that were allocated on a specific identification basis. Derivative instruments used to hedge the salaries for employees directly involved in UAM activities were allocated by comparing the salaries of these employees in Brazilian reais (“BRL” or “R$”) against the total employees’ salaries of E RJ UAM Incentive received in advance, which were related to service arrangements to process employee payroll were allocated based on a headcount proportion basis. Emerging Growth Company The Company is 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 take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 an 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 pu blic company which is not an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Functional and reporting currency Management has concluded that the US dollar ("USD") is the functional and reporting currency of Eve. Therefore, the condensed combined consolidated financial statements that were derived from Eve Entities’ financial statements are presented in USD. The foreign currency gains and losses are related to transactions with suppliers recognized in the functional currency, USD, but settled in BRL. The impacts were recognized in “ Financial and f oreign exchange gain/ (loss), net Use of Estimates The preparation of condensed combined 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 recognize that the actual results could be materially different from the estimates. Until December 31, 2021, under the management approach, the s ignificant estimates inherent in the preparation of the unaudited condensed combined financial statements include, but are not limited to, useful lives of capitalized software, net, accrued liabilities, income taxes including deferred tax assets and liabilities. Under the legal entity approach, the significant estimates include, but are not limited to, fair value measurement and income taxes. Cash and Cash Equivalents Cash and cash equivalents include bank deposits and highly liquid short-term investments, usually maturing within 90 days of the investment date, readily convertible into a known amount of cash and subject to an insignificant risk of change in value. Financial Investments Our financial investments consist in time deposits (investment available in USD, in which a determined amount is invested for a period of time with a fixed interest rate) with maturity date over 90 days. Fair Value Measurements Eve applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , sets out a framework for measuring fair value and required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level - 1 - Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level - 2 - Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level - 3 - Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying amounts of the Company’s other assets , related party receivable and payable, and other payables , except for the long-term incentive plan and the warrants, approximate fair value due to the short-term nature of these instruments. The fair value of the liabilities related to the l ong-term incentive plan included in other payables w as determined using the Leve l 1 inputs. The fair value of the d erivative instruments w as determined using the Level 2 or Level inputs . The fair value of financial investments and the warrants were determined using Level 2 and Level 3 inputs, respectively. Hedge accounting Until December 31, 2021, the Company accounted for certain derivative instruments under the cash flow hedge accounting methodology to hedge against the payroll cash flow volatility attributable to a risk of foreign exchange rate fluctuation associated with highly probable forecast transactions that will affect income or loss for the year. Effective January 1, 2022, no hedge transactions were observed since the derivative contracts were not transferred to Eve. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships changes in the fair value are recognized in Accumulated Other Comprehensive Loss (“AOCI”), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. The cash flow impact of the derivative instruments is included in our combined statement of cash flows in net cash used in operating activities. The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Eve formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Eve discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. Additionally, when it is probable that a forecasted transaction will not occur, Eve recognizes immediately in earnings gains and losses that were accumulated in other comprehensive loss related to the hedging relationship. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, Eve continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. Capitalized software, net Eve had capitalized software until December 31, 2021, consisting of software licenses that were recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Software licenses are amortized over their useful lives which is approximately 5 reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable . Long - term incentive plan Until December 31, 2021, Eve carved-out certain amounts related to the ERJ long-term incentive plan (LTIP). The LTIP plan has the objective of retaining and attracting qualified personnel who will make an effective contribution to Eve ’s future performance. The plan is a c ash-settled phantom shares plan, in which the amounts attributed to the services provided by the participants are converted into virtual share units based on the market value of ERJ’s BRL , at the shares’ current market value. Eve recognizes the obligation during the acquisition period (quantity of virtual shares proportional to the period) in the same group as the participant’s normal remuneration. This obligation is presented within the line-item entitled “O ther payable, ” and the fair value is calculated based on the market price of the shares and recorded as “General and administrative” expenses in the unaudited condensed consolidated statements of operations . As of June 30, 2022, Eve has assumed obligations under the LTIP towards certain employees transferred from ERJ to Eve. Eve has its own remuneration plan, the 2022 Stock Incentive Plan, which grants its employees, management and, non-employees restricted stock units (RSUs) of our common stock. We recognize stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation . ASC 718 requires the measurement and recognition of compensation expense for all stock-based compensation awards made to employees, management, and non-employees to be based on the grant date fair values of the awards. We estimate the fair value of share options using the Monte Carlo Determining the grant date fair value of the awards using the Black-Scholes and Monte Carlo Vesting period — The estimate of the expected vesting period of performance conditions is determined based on management’s best estimate of when the milestones will be achieved. As of May 9, 2022, certain milestones had already been met, thus, no estimation was necessary. Expected volatility — Since we were a private entity without sufficient historical data on the volatility of our common stock , the expected volatility used is based on the implied volatility of company’s public traded warrants. Risk-free interest rate — The risk-free interest rate used to value awards is based on the United States Treasury yield in effect at the time of grant for a period consistent with the expected term of the award. Dividend yield — We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Forfeiture rate — We have elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all option holders will complete the requisite service period. If a grantee forfeits an award because he fails to complete the requisite service period, we will reverse stock-based compensation expense previously recognized in the period the award is forfeited Input May 9, 2022 Risk-free interest rate 1.29 % Expected term (years) 2 Expected volatility 15.86 % Exercise price $ 0.0 Dividend yield 0.0 % Expected stock price at De-SPAC $ 8.66 Probability-weighted average of additional shares to be issued for the forward contract $ N/A As of June 30, 2022, the Company has granted management 460,000 RSUs. Out of the granted RSUs, 100,000 awards became fully vested upon Closing, while 120,000 did not vest (i.e. the performance condition was not met). The remaining tranches contain performance and service conditions that vest over 2-3 years. Research and Development R&D efforts are focused on design and development of our eVTOL and UATM projects to achieve manufacturing and commercial stage. Under U.S. GAAP, R&D costs within the scope of ASC 730 are expensed as incurred and are primarily comprised of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long-term incentive) for employees focused on R&D activities, supplies and materials costs. Until December 31, 2021 most of these expenses were carved-out from ERJ and effective January 1, 2022, ERJ started charging Eve for most of such costs under the MSA (see Note 4 Selling, General and Administrative Until December 31, 2021, general and administrative expenses primarily consisted of allocated expenses of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short- and long-term incentives), information systems, accounting, other financial services (such as treasury, audit and purchasing), human resources, legal, facilities, and other corporate expenses. Prior to the fiscal 2022 such expenses have been allocated to the UAM Business based on the most relevant allocation method for the services provided, primarily based on headcount of employees exclusively involved in the UAM Business’ activities compared to the total headcount of all ERJ employees as these measures reflect the historical utilization levels. Selling expenses consist of personnel expenses, including salaries, benefits, contractor and travel expenses aiming the UAM business development and to support our commercialization efforts. The total amounts of these allocations from the parent company were $711,624 and $620,131 for the six months period ended and 2021 , respectively, $613,040 and $339,503 for the three-month period ended June 30, 2022 and 2021 “Selling, g eneral and administrative ” expenses in the unaudited condensed consolidated statements of operations. Beginning on January 1, 2022, selling, general and administrative expenses are mostly comprised of Eve's own expenses. Income Taxes The deferred income taxes are generally recognized, based on enacted tax rates, when assets and liabilities have different values for financial statement and tax purposes. Eve has calculated its income tax amounts using a separate return methodology. Under this method, Eve assumes it will file separate returns with tax authorities, thereby reporting its taxable income or loss and paying the applicable tax to or receiving the appropriate refund from EAH . As a result, Eve ’s deferred tax balances and effective tax rate as a stand-alone entity will likely differ significantly from those recognized in historical periods. A valuation allowance is appropriate if it is more likely than not all or a portion of deferred tax assets will not be realized. The tax loss carryforwards and valuation allowances reflected in the unaudited condensed consolidated financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ consolidated financial statements. Eve accounts for uncertain income tax positions recognized in the unaudited condensed consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to be recognize d in the unaudited condensed consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Segments Operating segment information is presented in a manner consistent with the internal reports provided to the Chief Operating Decision Maker (“CODM”). The chief operating decision-makers, who are responsible for allocating resources among and assessing the performance of the operating segments and for making strategic decisions, are Eve’s Co-Chief Executive Officers. 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 CODMs assess the operation results by the different R&D projects, as follows: eVTOL : the aircraft is in the preliminary design stage of development. This vehicle is expected to have eight (8) vertical lift electric motors and two (2) horizontal propulsion electric motors. Eve ’s eVTOL has been in an incubation stage for over 4 years. The certification is proposed to be first with ANAC ( the National Civil Aviation Agency of Brazil) and in parallel with the U.S. Federal Aviation Administration . UATM: the segment will provide traffic management services to vehicles operating in the UAM Operating Environment (“UOE”). UATM will be a system of systems focused on improving the efficiency and safety of UAM operations. UATM systems will focus on existing and emerging operators of both the vehicles (fleet operators) and ground infrastructure (vertiport/heliport operators). Service and Support: a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Our services will be offered on an agnostic basis – supporting both our eVTOL and those produced by third-parties. We expect to leverage the global support network of Embraer to deploy our eVTOL services in an efficient, cost-effective and scalable manner. The CODMs receive information related to the operating results based on the directly attributable cost by each R&D project. As Eve was operated within the Embraer Corporate infrastructure, the indirect costs were not included in the information analyzed by the CODMs. Assets information by segment is not presented to the CODMs. The information provided to the CODMs is as follows: Three Months Ended June 30, Six Months Ended June 30, Segments 2022 2021 2022 2021 eVTOL $ (7,599,457 ) $ (1,680,380 ) $ (15,303,608 ) $ (3,391,454 ) UATM Research and development expenses (1,365,309 ) (258,432 ) (2,775,845 ) (439,009 ) Service and Support (870,970 ) - (870,970 ) - Total allocated expenses (9,835,736 ) (1,938,812) (18,950,423 ) (3,830,463 ) Unallocated amounts General and administrative (3,571,814 ) (429,467) (4,380,580 ) (757,410) Selling (i) (2,903,616 ) - (2,903,616 ) - Other expenses (37,123 ) - (37,123 ) - Loss from operations $ (16,348,289 ) $ (2,368,279 ) $ (26,271,742 ) $ (4,587,873 ) (i) Selling expenses related to the six he second quarter. Basic and Diluted Net Loss per Common Stock In connection with the Closing, all the issued and outstanding Zanite shares of Class A common stock, including the shares of Class A common stock issued to the PIPE Investors, were converted into, on a one one . Basic net loss per common stock excludes dilutive units and is computed by dividing net loss attributable to shareholders 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. In periods in which the Company reports a net loss, the effects of any incremental potential common stock have been excluded from the calculation of loss per common stock because their effect would be anti-dilutive. Due to the losses incurred during the presented periods, the weighted-average common stock outstanding used to calculate both basic and diluted loss per common stock are the same for both periods. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging Recently adopted accounting pronouncements There were no recently adopted accounting pronouncements that had material impacts to the Company. Recently issued accounting pronouncements not yet adopted In December 2019, the Financial Accounting Standards Board ("FASB"), issued Accounting Standards Updated ("ASU" 2019-12), Income Taxes (Topic ): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for Eve ’s annual periods beginning after December 15, 2021 , and for interim periods beginning after December 15, 2022 Eve is currently evaluating the effect the adoption of ASU 2019-12 will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) : Facilitation of the effects of reference rate reform of financial reporting roviding an optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship . The amendments in this ASU are effective for all entities |
Cash and cash equivalents
Cash and cash equivalents | 6 Months Ended |
Jun. 30, 2022 | |
Cash and cash equivalents | |
Cash and cash equivalents | 3. As of As of June 30, December 31, 2022 2021 Cash and banks $ 92,824,351 $ 14,131,396 92,824,351 14,131,396 Cash equivalents Private securities (i) 2,363,683 245,127 Fixed term deposits (ii) 81,128,520 - 83,492,203 245,127 $ 176,316,554 $ 14,376,523 (i) Applications in Bank Deposit Certificates (CDB’s"), issued by financial institutions in Brazil, available for redemption in up to 90 days. (ii) Fixed term deposits in US Dollars with original maturities of 90 days or less. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Relationship with ERJ Prior to the separation from ERJ, Eve was managed , operated , and funded by ERJ. Accordingly, certain shared costs have been allocated to Eve and reflected as expenses in Eve 's stand-alone unaudited condensed consolidated financial statements. The expenses reflected in the unaudited condensed consolidated financial statements may not be indicative of expenses that will be incurred by Eve in the future. a) Corporate cost ERJ incurred corporate costs for services provided to the UAM Business . These costs include expenses for information systems, accounting, other financial services such as treasury, audit and purchasing, and human resources, legal, and facilities. Until December 31, 2021, a portion of these costs that benefited the UAM Business, was allocated to t he UAM Business using a pro-rata method based on R&D project related costs, headcount, or other measures that management believes are consistent and reasonable. The allocated corporate costs included in the unaudited condensed combined consolidated statement of operations were approximately $711,461 and $757,410 for the six months ended June 30, 2022, and 2021, respectively , and $169,213 and $429,467 for the three months ended June 30, 2022, and 2021, respectively, and were included into SG&A expenses for each of the years. Effective January 1, 2022 ERJ started charging Eve for administrative services under the SSA (see more details below). b) Cash Management and Financing Eve is responsible for managing its own cash which was originally composed by the $15 million of capital contribution made by ERJ in July 2021 upon the formation of the legal entity. Upon the Closing, Eve received more than $300 million in cash to pay for its obligations. c) Master Service Agreement and Shared Service Agreement In connection with the transfer of the UAM Business to Eve, ERJ and Eve entered into a Master Service Agreement (the “MSA”) and Shared Service Agreement (the “SSA”) on December 14, 2021. The initial terms for the MSA and SSA are 15 The MSA can be automatically renewed for additional successive one The MSA has established a fee to be charged by ERJ to Eve so that Eve may be provided with access to ERJ’s R&D and engineering department structure, as well as the ability to access to manufacturing facilities in the future. The SSA has established a cost overhead pool to be allocated, excluding any margin, to Eve so that Eve may be provided with access to certain of ERJ’s administrative services and facilities which are commonly used across the ERJ business such as back-office shared service centers. In addition, on December 14, 2021 Eve entered into a master service agreement with the Atech company with the initial term of 15 As of June 30, 2022, there is an outstanding related party payable of $9,560,773, of which $8,500,315 and $150,293 are related to the MSA and SSA, respectively. During the period ended June 30, 2022 Eve has incurred cost in the amount of $8,492,772, of which $8,329,133 is in relation to the MSA and $163,649 is in relation to the SSA. Fees and Expenses in connection with the MSA are set to be payable within forty-five (45) days of receipt by Eve of an invoice from ERJ together with documentation supporting the fees and expenses set forth on such invoice. Costs and expenses incurred in connection with the provision of shared services to Eve pursuant to the SSA are set to be payable within forty-five (45) days of receipt by Eve. All payments and amounts due or paid in US Dollars. d) Related party receivable/payable Certain employees were transferred from ERJ to Eve. On the transfer date of each employee, all payroll related accruals were assumed by Eve and it recognized a Related party receivable from ERJ. Additionally, EAH transferred certain liabilities related to the Eve business, which led to the recognition of a receivable from EAH. This receivable balance is decreased when EAH pays for corporate expenses (e.g. health insurance) on behalf of Eve. As of June 30, 2022, there is an outstanding Related party receivable balance of $256,645, of which $252,728 relates to ERJ's LTIP. As of June 30, 2022, there is an outstanding Related party payable of $9,560,773, of which $589,852 is reimbursement for marketing expenses, $320,313 is reimbursement for payroll expenses and insurance, and the remaining balance is for MSA and SSA, as stipulated above in section (c). e) Royalty-free licenses The agreements with ERJ also allow Eve to access royalty-free license to ERJ's background intellectual property to be used within the UAM market. As of June 30, 2022 As of December 31, 2021 Assets Liabilities Assets Liabilities ERJ $ 256,645 $ 8,775,560 $ 220,000 $ - EAH 320,313 Atech - 464,900 - - Total $ 256,645 $ 9,560,773 $ 220,000 $ - Operating results - Three Months ended June 30, Operating results - Six Months ended June 30, 2022 2021 2022 2021 ERJ $ 7,872,317 $ - $ 14,582,415 $ - Atech 620,455 - 1,374,591 - Total $ 8,492,772 $ - $ 15,957,006 $ - |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Other Current Asset [Abstract] | |
Other Current Assets | 5. Other Current Assets The other current assets are comprised of the follo wing items: As of June 30, As of December 31, 2022 2021 Advances to employees (i) $ 129,107 $ 17,063 Other current assets (ii) 36,978 4,077 Total $ 166,085 $ 21,140 (i) Refers to remuneration related advances. (ii) Refers to federal witholding taxes and recoverable income taxes. |
Capitalized software, net
Capitalized software, net | 6 Months Ended |
Jun. 30, 2022 | |
Capitalized software, Net [Abstract] | |
Capitalized software, net | 6. , net C apitalized software , net is comprised of software licenses ; the position and changes for the six month period ended June 30, 2022, and 2021 , are a s follows : Capitalized software Cost Amortization (i) Total At December 31, 2020 $ 43,193 $ (19,750 ) $ 23,443 Additions 117,127 (33,963 ) 83,164 At March 31, 2021 $ 160,320 $ (53,713 ) $ 106,607 Additions 115,369 ( ) 95,269 At June 30, 2021 $ 275,689 $ (73,813 ) $ 201,876 At December 31, 2021 827,434 ( ) 699,753 Legal entity separation-related adjustments (ii) (827,434 ) 127,681 (699,753 ) At January 1, 2022 and June 30, 2022 $ - $ - $ - ( i ) The amortization effect is recorded in “General and administrative” in the unaudited condensed combined consolidated statements of income. (ii) As a result of the change in the carve-out methodology from management approach to legal entity approach, the capitalized software balance presented on December 31, 2021, is no longer presented in this unaudited condensed combined consolidated financial statement. The costs associated with software licenses used by the UAM Business will be charged by ERJ to Eve as part of the master service and the shared service agreements. Refer to Note 2 for further information on the change in the carve-out methodology. Effective Q1 2022, the amortization of the intangible assets that are used by the ERJ's teams to support Eve is being charged through the Master Service and Shared Servic e agreements. |
Warrant liabilities
Warrant liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of Warrant liabilities [Abstract] | |
Warrant liabilities | 7. Warrant liabilities Before the Closing, Zanite had issued 11,500,000 redeemable warrants included in the units sold in the initial public offering (the "Public Warrants") and 14,250,000 redeemable warrants in private placements (the "Private Placement Warrants"). The exercise period of the warrants started 30 days after the Closing (i.e. on June 8, 2022) and will terminate on the earlier to occur of: (x) at 5:00 p.m., New York City time on the date that is five Prior to the Closing both Public Warrants and Private Placement Warrants were classified as liabilities with changes in fair value recognized in the Statement of Operations in the period of change. Upon the Closing, all shares of Zanite Class A and Class B common stock were converted into, on a one one Private Placement Warrants can be exercised by the initial holders at their election on a cashless basis which would bring variable elements to the exercise as per the agreement, therefore they are accounted for as a financial liability measured at fair value through profit & loss. Refer to the Note 14 Each Private Placement Warrant entitles its holder to purchase one 11.50 30 |
Other Payable
Other Payable | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Payables | 8. Payable The Other Payable are comprise d of the followin g items : June 30, December 31, 2022 2021 Provision for profit sharing program (i) $ 780,127 $ 59,855 Accruals related to payroll (ii) 696,710 455,392 Advances from customers (iii) 405,000 405,000 Social charges payable (iv) 398,074 163,384 Long-term incentive (v) 164,290 183,041 Income tax payable 129,708 - Other payable 128,503 52,405 Total $ 2,702,412 $ 1,319,077 Current portion $ 2,159,603 $ 616,156 Non-current portion $ 542,809 $ 702,921 (i) Refers to accruals for Profit Sharing programs. (ii) Refers to accruals related to personnel obligations recorded in the financial statements, including mainly vacation expenses and other minor expenses. (iii) Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. (iv) Refers to social charges and taxes applicable in relation to personnel compensation. (v) These represent the ERJ's LTIP obligations. The balance presented as of December 31, 2021 was carved-out from ERJ and the balance as of June 30, 2022 relates to the LTIP obligation assumed by Eve towards certain grantees transferred from ERJ to Eve during the period. |
Stockholders equity
Stockholders equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders’ equity | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Stockholders’ equity The 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 antitakeover defense. As of June 30, 2022 and December 31, 2021, there were no preferred stock issued and outstanding. Holders of the 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 therefor. No dividends on common stock have been declared by the Company’s board of directors through June 30, 2022, and the Company does not expect to pay dividends in the foreseeable future. In the event of our 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. The Company had reserved common stock for future issuance as follows: 2022 Stock Incentive Plan (i) 8,730,000 Shares underlying private placement warrants 14,250,000 Shares underlying public warrants 11,500,000 Shares underlying strategic warrants 34,850,000 (i) For more details about the 2022 2 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 will become exercisable on the later of 30 days after the Closing or 12 months from the closing of the IPO, provided in each case that we have an effective registration statement under the 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 day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. New Warrants In addition to the Public Warrants and the Private Placement Warrants, the Company has also entered into warrant agreements with certain of the strategic private investment in public equity investors ("Strategic PIPE Investors"), 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 warrants (the "New Warrants") to purchase an aggregate amount of (i) 18,650,000 shares of common stock with an exercise price of $0.01 per share, (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. The warrant agreements provide for the issuance of such warrants at Closing or upon the Closing and/or achievement of certain UAM Business milestones (which milestones include, as applicable, (a) receipt of the first type certification for eVTOL in compliance with certain airworthiness authorities, (b) receipt of the first binding commitment from a third party to purchase eVTOL jointly developed by Embraer and a certain Strategic Investor for the defense and security technology market, (c) the eVTOL’s successful entry into service, (d) the completion of the initial term of a certain engineering services agreement to be entered into with a certain Strategic Investor (e) receipt of binding commitments from certain Strategic Investors for an aggregate of 500 eVTOL's, (f) receipt of an initial deposit to purchase 200 eVTOL's from a certain Strategic Investor, (g) the mutual agreement to continue to collaborate beyond December 31, 2022 with a certain Strategic Investor and (h) the time at which ten vertiports that have been developed or implemented with the services of a certain Strategic Investor have entered operation or are technically capable of entering operation). New Warrants exercisable for 26,550,000 shares of common stock were issued on the Closing date (of which, New Warrants exercisable for 800,000 shares of common stock were exercised on the Closing Date) and New Warrants exercisable for 9,100,000 shares of common stock may be issued subject to certain triggering events. The New Warrants issuable upon the receipt of binding commitments from certain Strategic Investors for an aggregate of 500 are share-based payment award granted to customers in conjunction with a revenue arrangement that are not in exchange for a distinct good or service and are accounted for under ASC 606, as consideration payable to a customer. Furthermore, the award is measured at its grant date and classified as equity or as a liability in accordance with ASC 718. The grant date is the date on which the Company and grantee (i.e., the customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. Management considers this to be the date when the respective Warrant Agreements are signed (i.e., December 21, 2021). Management notes that on this date, all the terms and conditions related to the warrants (i.e., exercise price, shares, vesting terms, etc.) are fixed and agreed upon. Since these binding commitments (or any other agreement, as applicable) have not been signed yet, there is no revenue contract as per ASC 606, with the customer. Therefore, Management considers that there is no grant date recognition adjustment to account for until such time as the binding commitments (or other performance condition) is executed (i.e., there is a revenue contract under ASC 606). Management evaluated these warrants with potential customers and determined that they are equity classified in accordance with ASC 718. Management determined that the New Warrants not associated with potential future customers are freestanding instruments and are not classified as a liability according to the criteria in ASC 480. Management also concluded that the issued New Warrants should be classified as equity as per ASC 815-40. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 10 uments As discussed in Note 2 s of June 30, 2022. During the second quarter of 2022, Eve started consolidating Zanite’s assets and liabilities which includes derivative financial instruments related to the Private Placement W arrants. As of December 31, 2021 . Changes in the fair value of zero-cost collar designated as hedging instruments that effectively offset the variability of cash flows associated with foreign exchange rate fluctuation are reported in AOCI. These amounts subsequently were reclassified into the line item in our unaudited condensed consolidated statement of income in which the hedged items were recorded in the sa me period the hedged items affect earnings . As of December 31 2021 , the fair value of derivative financial instruments was recognized as an asset in the amount of U S$32,226 . There were no cash flow hedges discontinued during 2021. The effect of derivative instruments on the statements of income as shown per the table below: Derivatives in cash flow hedging relationships Amount of gain (or loss) recognized in OCI on derivative (effective portion) Location of gain (or loss) reclassified from AOCI into income (effective portion) Amount of gain (or loss) reclassified from AOCI into income (effective portion) Three-month ended June 30, 2022 Zero-cost collar $ - General and administrative $ - Three-month ended June 30, 2021 Zero-cost collar $ 50,195 General and administrative $ 6,191 Derivatives in cash flow hedging relationships Amount of gain (or loss) recognized in OCI on derivative (effective portion) Location of gain (or loss) reclassified from AOCI into income (effective portion) Amount of gain (or loss) reclassified from AOCI into income (effective portion) Six-month ended June 30, 2022 Zero-cost collar $ - General and administrative $ - Six-month ended June 30, 2021 Zero-cost collar $ (911) General and administrative $ 6,191 |
Financial and foreign exchange
Financial and foreign exchange gain, net | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of finance income (expense) and foreign exchange gain (loss), net [Abstract] | |
Financial and foreign exchange gain, net | 11 See below the breakdown of financial and foreign ex ch ange results: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Financial Income: Interest on cash and cash equivalents and financial investments $ (824,567 ) $ - $ (887,948 ) $ - Taxes over financial revenue 7,325 - 7,700 - Other 1,829 - 1,793 - Total financial income (815,413 ) - (878,455 ) - Financial expenses: Tax over financial transactions (IOF) 3,496 - 24,668 - Other 839 - 1,056 - Bank fees 279 - 771 - Total financial expenses 4,614 - 26,495 - Financial income/(expenses), net $ (810,799 ) $ - $ (851,960 ) $ - The monetary and foreign exchange are comprised of the following items: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Monetary and foreign exchange variations Assets: Cash and cash equivalents and financial investments $ 371,053 $ - $ (90,753 ) $ - Other 9,783 - (1,438 ) - Trade accounts receivable and contract assets 2,633 - 299 - Tax credits 3,073 - 2,308 - 386,542 - (89,584 ) - Liabilities: Suppliers (64,203 ) - (51,627 ) Taxes and charges payable (8,855 ) - (4,513 ) - Other payables (5,900 ) 46,347 (556 ) 43,873 Provisions (60,639 ) - 11,674 - ( 139,597 ) 46,347 ( 45,022 ) 43,873 Foreign exchange gain (loss), net $ 246,945 $ 46,347 $ (134,606 ) $ 43,873 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Financial income/(expenses), net $ (810,799 ) $ - $ (851,960 ) $ - Foreign exchange gain (loss), net 246,945 46,347 (134,606 ) 43,873 Financial and foreign exchange gain, net $ (563,854 ) $ 46,347 $ (986,566 ) $ 43,873 |
Research and Development
Research and Development | 6 Months Ended |
Jun. 30, 2022 | |
Research and Development Expense [Abstract] | |
Research and Development | 12. Research and D evelopment The R&D expenses are comprised of the f ollowing items: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Outsourced service (i) $ 8,226,551 $ 374,634 $ 16,372,414 $ 833,051 Employees’ compensation 1,553,645 1,415,078 2,310,013 2,777,355 Other expenses 51,934 127,550 243,461 176,616 Travel & entertainment 3,606 21,550 24,535 43,441 Total $ 9,835,736 $ 1,938,812 $ 18,950,423 $ 3,830,463 (i) Out of $16,372,414, for the six months ended June 30, 2022 was charged under the MSA contract for the six months ended June 30, 2022, and $8,329,134 was charged for the three months ended June 30,2022 (refer to Note 4). |
Selling, general and administra
Selling, general and administrative | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of Selling, General and Administrative Expense [Abstract] | |
Selling, general and administrative | 13 eneral and administrative The selling, general and administrative expenses are comprised of the f ol low ing items: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Employees’ compensation $ 3,011,778 $ 254,177 $ 3,552,243 $ 403,444 Outsourced service (i) 2,914,849 22,092 3,134,723 76,804 Other expenses 548,803 87,110 597,230 175,660 Depreciation/amortization - 66,088 - 101,502 Total $ 6,475,430 $ 429,467 $ 7,284,196 $ 757,410 (i) Out of $ 3,134,723 for the six months ended June 30, 2022 2,914,849 ). |
Fair value measurement
Fair value measurement | 6 Months Ended |
Jun. 30, 2022 | |
Fair value measurement | |
Fair value measurement | 14. Fair value measurement The following table lists the Company’s financial assets and liabilities by level within the fair value hierarchy. The Com pany’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. During the three-months period ended June 30, 2022, there were no changes in the fair value methodology of the financial instruments and, therefore, there were no transfers bet ween levels. As of June 30, 2022 Level 1 Level 2 Level 3 Total Fair value of the other financial instruments Fair Value Book Value Assets Cash and cash equivalents $ - $ - $ - $ - $ 176,316,554 $ 176,316,554 $ 176,316,554 Financial investments - 154,464,652 - 154,464,652 - 154,243,313 154,464,652 - 154,464,652 - 154,464,652 176,316,554 330,559,867 330,781,206 Liabilities Trade accounts payable - - - - (889,594 ) (889,594 ) (889,594 ) Derivative financial instruments (i) - - (7,267,500 ) (7,267,500 ) - (7,267,500 ) (7,267,500 ) Other Payables (164,290 ) - - (164,290 ) - (164,290 ) (164,290 ) Other Liabilities - - - - (2,133,122 ) (2,133,122 ) (2,133,122 ) $ (164,290 ) $ - $ (7,267,500 ) $ (7,431,790 ) $ (3,022,716 ) $ (10,454,506 ) $ (10,454,506 ) (i) Refers to the Private Placement Warrants. As of December 31, 2021 Level 1 Level 2 Total Fair value of the other financial instruments Fair Value Book Value Assets Cash and cash equivalents $ - $ - $ - $ 14,376,523 $ 14,376,523 $ 14,376,523 - - - 14,376,523 14,376,523 14,376,523 Liabilities Trade accounts payable - - - (877,641 ) (877,641 ) (877,641 ) Derivative financial instruments - (32,226 ) (32,226 ) - (32,226 ) (32,226 ) Other Payables (183,041 ) - (183,041 ) - (183,041 ) (183,041 ) Other Liabilities - - - (731,036 ) (731,036 ) (731,036 ) $ (183,041 ) $ (32,226 ) $ (215,267 ) $ (1,608,677 ) $ (1,823,944 ) $ (1,823,944 ) Under the guidance in ASC 815-40, the Private Placement Warrants do not meet the criteria for equity treatment. As such, they must be recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the warrant valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s Consolidated Statements of Operations. The key inputs into the modified Black-Scholes model were as follows at June 30, 2022 and December 31, 2021: Input June 30, 2022 December 31, 2021 Risk-free interest rate 3.01 % 1.29 % Expected term (years) 5.0 5.1 Expected volatility 25.5 % 15.9 % Exercise price $ 11.50 $ 11.50 Dividend yield 0.0 % 0.0 % Expected stock price at De-SPAC $ 6.2 $ 8.66 Probability-weighted average of additional shares to be issued for the forward contract $ N/A $ 4,600,000 The change in the fair value of the derivative liabilities for the Closing date until June 30, 2022: Private Placement Warrants Balance as of May 9, 2022 $ 11,400,000 Change in fair value (4,132,500) Balance as of June 30, 2022 $ 7,267,500 The Public Warrants were remeasured at fair value as of the Closing date and reclassified to equity. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2022 | |
Income Taxes | |
Income Tax | 15. Income Tax Our consolidated effective income tax rate was 1.1 % and 0.0 % for the three months ended June 31, 2022 and 2021, respectively. The tax rate for 2021 is primarily driven by a full valuation allowance against the Company’s deferred tax assets due to historical and current losses incurred. For the six-months period ended June 30, 2022, Eve has recognized a current income tax expense of $129,708 due to an accumulated income in the Brazilian jurisdiction. |
Earnings per share
Earnings per share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings per share | |
Earnings per share | 16 Basic and diluted earnings per common share are computed by dividing net income/(loss) for the period by the weighted average number of shares outstanding during the period, excluding shares held in Treasury. Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (11,781,618 ) $ (2,414,626 ) $ ( 21,282,359 ) $ (4,631,746 ) Net loss per share basic and diluted (0.05 ) (0.01 ) (0.09 ) (0.02 ) Weighted-average number of shares outstanding - basic and diluted 248,989,790 220,000,000 234,574,977 220,000,000 As of December 31, 2021, the Company does not have outstanding potential ordinary shares which can be converted in new shares, therefore, basic and diluted earnings per share are equivalent in the period as disclosed. As of June 30, 2022, 17,850,000 warrants were excluded from the weighted average number of shares, since their effect would have been anti-dilutive. |
Comprehensive income
Comprehensive income | 6 Months Ended |
Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | |
Comprehensive income | 17. Comprehensive income The accumulated balances for cash flow hedges in accumulated other comp e /(l o s s ) a re a s f ollows: Cash flow hedges Balance as of December 31, 2021 $ (32,226 ) Separation-related adjustment 32,226 Balance as of January 01, 2022 $ - Balances as of and March 31, 2022 and as of June 30, 2022 - Balance as of December 31, 2020 $ 45,438 Other comprehensive loss before reclassifications (51,106 ) Balance as of March 31, 2021 (5,668 ) Other comprehensive loss before reclassifications (911 ) Balance as of June 30, 2021 $ ( ) The comprehensive income/(loss) amounts do not have deferred tax es effect s because the values do not generate a difference in assets and liabilities for financial statemen t purp oses and tax purposes . |
Financial instruments
Financial instruments | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments | |
Financial instruments | 18. Financial instruments Market risk a) Interest rate risk This risk arises from the possibility of the Company incurring losses on the fluctuation of floating interest rates, which might increase financial expenses of financial liabilities, and/ or decrease financial income of financial assets, as well as negatively impacting the fair value of financial assets measured as at fair value. The lines of the consolidated financial statements most affected by interest rate risks are: • Cash and cash equivalents and financial investments – the Company’s policy for managing the risk of fluctuations in interest rates on financial investments is to maintain a system to measure market risk, which consists of an aggregate analysis of a variety of risk factors that might affect the return of those investments. On June 30, 2022, the Company’s cash, cash equivalents, and financial investments were indexed as follows: Pre-fixed Post-fixed Total Amount % Amount % Amount % Cash and cash equivalents and financial investments $ 328,417,524 99.29 % $ 2,363,683 0.71 % $ 330,781,207 100.00 % Amount % Cash equivalents and financial investments indexed to CDI (i) $ 2,363,683 100.00 % (i) The interbank deposit certificate (Certificado de Depósito Interbancário), or CDI rate is an average of interbank overnight rates in Brazil. b) Foreign exchange rate risk The Company’s operations most exposed to foreign exchange gains/losses are those denominated in Reais (labor costs, tax issues, local expenses and financial investments) as well as investments in subsidiaries in currencies other than the US dollar. On June 30, 2022, the Company had the following amounts of financial assets and liabilities denominated in two currencies: As of As of June 30, December 31, 2022 2021 Trade account payable Brazilian reais $ (360,177 ) $ (705,725 ) U.S.dollars (529,417 ) (171,917 ) (889,594 ) (877,642 ) Cash and cash equivalents and financial investments Brazilian 2,429,263 329,621 U.S.dollars 328,351,943 14,046,902 330,781,206 14,376,523 Net exposure (1-2): Brazilian $ 2,069,086 $ (376,103 ) U.S.dollars $ 327,822,526 $ 13,874,985 Sensitivity analysis In order to present positive and negative variations of 25% and 50% in the risk variable considered, a sensitivity analysis of the financial instruments, is presented below describing the effects on the monetary and foreign exchange variations on the financial income and expense, as well as in the consolidated shareholders’ equity, determined on the balances recorded at June 30, 2022 However, statistical simplifications were made in isolating the variability of the risk factors in question. Consequently, the following estimates do not necessarily represent the amounts that might be determined in future consolidated financial statements. The use of different hypotheses and/or methodologies could have a material effect on the estimates presented below. Considering the assumption that balances remain constant as compared to June 30, 2022 The assessment of the amounts exposed to interest rate risk considers only the risks for the financial statement, therefore operations subject to fixed interest rates were not included. The probable scenario is supported by an average of market projections, observed through Bloomberg, for the related financial indexes and rates in a period of up to three Interest risk factor Additional variations in book balance (*) Risk factor Amounts exposed as of June 30, 2022 -50% -25% Probable scenario +25% +50% Cash equivalents and financial investments CDI $ 2,363,683 $ 151,867 $ 71,206 $ (9,455 ) $ (90,115 ) $ (170,776 ) Net impact CDI $ 2,363,683 $ 151,867 $ 71,206 $ (9,455 ) $ (90,115 ) $ (170,776 ) Rates considered CDI 13.25% 6.83% 10.24% 13.65% 17.06% 20.48% (*) The positive and negative variations of 25% and 50% were applied on the rates in effect on June 30, 2022. Foreign exchange risk factor Additional variations in book balance (*) Risk factor Amounts exposed as of June 30, 2022 -50% -25% Probable scenario +25% +50% Assets Cash equivalents and financial investments BRL $ 2,429,263 $ 1,207,211 $ 596,185 $ (14,841 ) $ (625,867 ) $ (1,236,893 ) Other assets BRL 1,122,285 557,714 275,429 (6,856 ) (289,142 ) (571,427 ) $ 3,551,548 $ 1,764,925 $ 871,614 $ (21,697 ) $ (915,009 ) $ (1,808,320 ) Liabilities Other liabilities BRL (2,286,753 ) (1,136,392 ) (561,211 ) 13,970 589,151 1,164,332 (2,286,753 ) (1,136,392 ) (561,211 ) 13,970 589,151 1,164,332 Net impact $ 1,264,795 $ 628,533 $ 310,403 $ (7,727 ) $ (325,858 ) $ (643,988 ) Exchanges rate considered 5.2380 2.6350 3.9525 5.2700 6.5875 7.9050 (*) The positive and negative variations of 25% and 50% were applied on the rates in effect on June 30, 2022. |
Responsibilities and Commitment
Responsibilities and Commitments | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Responsibilities and Commitments | 19. Responsibilities and Commitments On August 2, 2021, Eve On December 15, 2021, Eve UAM, LLC signed a sub-sublease agreement with After assessing the terms of both agreements, Management concluded that the lease term has not commenced as of June 30, 2022. Thus, no assets or liabilities were recognized. The Company also entered into the following agreements at Closing: The Company concluded that these agreements do not have impacts to the unaudited condensed consolidated financial statements as of June 30, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20 ents On August 1, 2022, the Company’s subsidiary, Eve UAM, LLC (the “Lender”), entered into a loan (the “Loan Agreement”) with Embraer Aircraft Holding, Inc., the Company’s stockholder (“EAH”), in order to efficiently manage the Company’s cash reserves at a rate of return . Pursuant to the Loan Agreement, the Lender lend to EAH an aggregate principal amount of 81,000,000 at an interest rate of 4.89% per annum. All unpaid principal under the Loan Agreement shall be due and payable on August 1, 2023, which date may be extended upon mutual written agreement of the Lender 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, and the Lender may request full or partial prepayment from EAH of any outstanding principal amount under the Loan Agreement at any time. In accordance with the Company’s Related Person Transactions Policy, on July 22, 2022, the Loan Agreement was determined to be entered into on an arms-length basis, in the best interests of the Company and its stockholders and unanimously approved by the Company’s independent directors. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Prior to the separation from ERJ, Eve has historically operated as part of ERJ and not as a standalone company. The audited consolidated financial statements for the periods ended December 31, 2021, have been derived from ERJ and EAH historical accounting records and are presented on a carve-out basis. As of January 1, 2022, Eve began accounting for its financial activities as an independent entity. The unaudited condensed consolidated financial statements for the three and six-month periods ended June 30, 2022, consists of Eve’s accounting data, and, in a minor portion, certain EAH’s general and administrative expenses that still had to be carved out. The balances of Eve Soluções de Mobilidade Aérea Urbana Ltda. ("Eve Brazil"), an indirect wholly owned subsidiary of Eve, that were recorded in foreign currency and were converted/translated into its functional currency, the US dollar, before being presented on the consolidated financial statements. ERJ started charging the UAM related R&D and G&A expenses to Eve through the Master Service Agreement (MSA) and Shared Service Agreement (SSA). Therefore, there was no need to continue carving out most of the expenses from ERJ and EAH. Until the Closing date, the EAH’s incurred cost, which was attributed to the UAM Business and represents its cost of doing business, was carved out due to restrictions for EAH to charge Eve under the Master Service Agreement and the Shared Service Agreement. All intercompany transactions’ balances between Eve Holding, EVE UAM, LLC "Eve US" and Eve Brazil Until the Closing date, these unaudited condensed consolidated financial statements of Eve reflect the assets, liabilities, and expenses that management determined to be specifically attributable to Eve, as well as allocations of certain corporate level assets, liabilities and expenses, deemed necessary to fairly present the financial position, results of operations and cash flows of Eve, as discussed further below. Management believes that the assumptions used as basis for the allocations of expenses, direct and indirect, as well as assets and liabilities in the unaudited condensed consolidated financial statements are reasonable. However, these allocations may not be indicative of the actual amounts that would have been recorded had Eve operated as an independent, publicly traded company for the periods presented. Prior to May 9, 2022, as a part of ERJ, Eve was dependent upon ERJ for all of its working capital and financing requirements, as ERJ uses a centralized approach to cash management and financing its operations. Accordingly, cash and cash equivalents, debt or related interest expense have not been allocated to Eve in the unaudited condensed consolidated financial statements. Financing transactions related to Eve were accounted for as a component of Net Parent Investment in the unaudited consolidated balance sheets and as a financing activity on the accompanying unaudited condensed consolidated statements of cash flows. The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. |
Change in carve-out methodology | Change in carve-out methodology The carve-out methodology was used since Eve’s inception until the Closing date. Thus, after May 9, 2022, no carve-out amounts were included in Eve’s financial statements. As of the Closing, ERJ concluded that all the assets and liabilities of Eve were contributed by ERJ. No other assets or liabilities are evaluated to be attributable to Eve or that would be transferred to Eve upon the completion of the Business Combination, eliminating the necessity to allocate a portion of ERJ’s assets and liabilities to Eve on a carve-out basis. Thus, Management deemed it to be more appropriate to adopt a legal entity approach as of January 1, 2022, rather than a management approach. The management approach takes into consideration the assets that are being transferred to determine the most appropriate financial statement presentation. A management approach may also be appropriate when a parent entity needs to prepare financial statements for the sale of a legal entity, but prior to divestiture, certain significant operations of the legal entity are contributed to the parent in a common control transaction. On the other hand, the legal entity approach is often appropriate in circumstances when the transaction structure is aligned with the legal entity structure of the divested entity. One example would be when shares of a legal entity or a consolidated group of legal entities are divested. If the legal entity approach is deemed appropriate, all historical results of the legal entity, including those that are not ultimately transferred, should be presented in the historical financial statements through the date of transfer . On December 14, 2021, the Company signed with ERJ the MSA and the SSA, through which ERJ charges Eve for a significant part of the expenses Eve was previously carving out. As previously explained, only a minor portion of Eve’s expenses, comprised of general overhead expenses, was allocated to Eve in order to better present its results in a stand-alone basis. With respect to the MSA and SSA, refer to Note 4 Since the financial activities from the MSA and SSA signature date Management continued to use the legal entity approach until the SPAC transaction was consummated The Company has recorded the impacts of the balance sheet adjustment (i.e. separation-related adjustment) for the change in methodology as adjustments to the January 1, 2022 beginning balance sheet and not as a period activity attributable to the six -month period ended June 30, 2022 balances were as follows: |
Separation Related Adjustments | Separation-related adjustments As of December 31, Separation-Related As of January 1, 2021 Adjustment 2022 Assets Current: Cash and equivalents $ 14,376,523 $ (8 ) $ 14,376,515 Related party receivable 220,000 - 220,000 Other current assets 21,140 (8,567 ) 12,573 Total current assets 14,617,663 (8,575 ) 14,609,088 Capitalized software, net 699,753 (699,753 ) - Total assets 15,317,416 (708,328 ) 14,609,088 Liabilities and Net Parent Equity Current: Accounts payable 877,641 (718,233 ) 159,408 Derivative financial instruments 32,226 (32,226 ) - Other payables 616,156 1,015,672 1,631,828 Total current liabilities 1,526,023 265,213 1,791,236 Other noncurrent payables 702,921 (297,921 ) 405,000 2,228,944 (32,708 ) 2,196,236 Net parent equity Net parent investment 13,120,698 (707,846 ) 12,412,852 Accumulated other comprehensive income/ (loss) (32,226 ) 32,226 - Total net parent equity 13,088,472 (675,620 ) 12,412,852 Total liabilities and net parent equity $ 15,317,416 $ (708,328 ) $ 14,609,088 Therefore, Mana The change in the carve-out approach impacted the unaudited condensed consolidated statements of cash flow until May 9, 2022. Amounts that were previously presented as Transfer from Parent are now presented as a noncash item contributed by the Parent. For periods ended as of or prior to December 31, 2021, the unaudited condensed consolidated financial information includes both direct and indirect expenses. The historical direct expenses consist primarily of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long-term incentive ) of research and development employees directly involved in UAM activities, research expenses, facilities depreciation personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long term incentive ) allocated to Eve UAM activities compared to the total headcount of all ERJ employees or using an expense input comparing the total R&D expenses of Eve ERJ’s market accelerator and disruptive business innovation company (“EmbraerX”) . Eve For periods ended as of or prior to December 31, 2021, t Eve capitalized software , accounts payable and other payables that were allocated on a specific identification basis. Derivative instruments used to hedge the salaries for employees directly involved in UAM activities were allocated by comparing the salaries of these employees in Brazilian reais (“BRL” or “R$”) against the total employees’ salaries of E RJ UAM Incentive received in advance, which were related to service arrangements to process employee payroll were allocated based on a headcount proportion basis. |
Emerging Growth Company | Emerging Growth Company The Company is 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 take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 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 nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 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 an 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 pu blic company which is not an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Functional and reporting currency | Functional and reporting currency Management has concluded that the US dollar ("USD") is the functional and reporting currency of Eve. Therefore, the condensed combined consolidated financial statements that were derived from Eve Entities’ financial statements are presented in USD. The foreign currency gains and losses are related to transactions with suppliers recognized in the functional currency, USD, but settled in BRL. The impacts were recognized in “ Financial and f oreign exchange gain/ (loss), net |
Use of Estimates | Use of Estimates The preparation of condensed combined 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 recognize that the actual results could be materially different from the estimates. Until December 31, 2021, under the management approach, the s ignificant estimates inherent in the preparation of the unaudited condensed combined financial statements include, but are not limited to, useful lives of capitalized software, net, accrued liabilities, income taxes including deferred tax assets and liabilities. Under the legal entity approach, the significant estimates include, but are not limited to, fair value measurement and income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include bank deposits and highly liquid short-term investments, usually maturing within 90 days of the investment date, readily convertible into a known amount of cash and subject to an insignificant risk of change in value. |
Financial Investments | Financial Investments Our financial investments consist in time deposits (investment available in USD, in which a determined amount is invested for a period of time with a fixed interest rate) with maturity date over 90 days. |
Fair Value Measurements | Fair Value Measurements Eve applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , sets out a framework for measuring fair value and required disclosures about fair value measurements. The provisions of ASC 820 relate to financial assets and liabilities as well as other assets and liabilities carried at fair value on a recurring and nonrecurring basis. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level - 1 - Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level - 2 - Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level - 3 - Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying amounts of the Company’s other assets , related party receivable and payable, and other payables , except for the long-term incentive plan and the warrants, approximate fair value due to the short-term nature of these instruments. The fair value of the liabilities related to the l ong-term incentive plan included in other payables w as determined using the Leve l 1 inputs. The fair value of the d erivative instruments w as determined using the Level 2 or Level inputs . The fair value of financial investments and the warrants were determined using Level 2 and Level 3 inputs, respectively. |
Hedge accounting | Hedge accounting Until December 31, 2021, the Company accounted for certain derivative instruments under the cash flow hedge accounting methodology to hedge against the payroll cash flow volatility attributable to a risk of foreign exchange rate fluctuation associated with highly probable forecast transactions that will affect income or loss for the year. Effective January 1, 2022, no hedge transactions were observed since the derivative contracts were not transferred to Eve. The Company recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values. For derivatives designated in hedging relationships changes in the fair value are recognized in Accumulated Other Comprehensive Loss (“AOCI”), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. The cash flow impact of the derivative instruments is included in our combined statement of cash flows in net cash used in operating activities. The Company only enters into derivative contracts that it intends to designate as a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge). For all hedging relationships, the Eve formally documents the hedging relationship and its risk-management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. The Company also formally assesses, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. For derivative instruments that are designated and qualify as part of a cash flow hedging relationship, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. Eve discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is designated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge. Additionally, when it is probable that a forecasted transaction will not occur, Eve recognizes immediately in earnings gains and losses that were accumulated in other comprehensive loss related to the hedging relationship. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, Eve continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. |
Capitalized software, net | Capitalized software, net Eve had capitalized software until December 31, 2021, consisting of software licenses that were recorded at cost, net of accumulated amortization, and if applicable, impairment charges. Software licenses are amortized over their useful lives which is approximately 5 reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable . |
Long-term incentive plan | Long - term incentive plan Until December 31, 2021, Eve carved-out certain amounts related to the ERJ long-term incentive plan (LTIP). The LTIP plan has the objective of retaining and attracting qualified personnel who will make an effective contribution to Eve ’s future performance. The plan is a c ash-settled phantom shares plan, in which the amounts attributed to the services provided by the participants are converted into virtual share units based on the market value of ERJ’s BRL , at the shares’ current market value. Eve recognizes the obligation during the acquisition period (quantity of virtual shares proportional to the period) in the same group as the participant’s normal remuneration. This obligation is presented within the line-item entitled “O ther payable, ” and the fair value is calculated based on the market price of the shares and recorded as “General and administrative” expenses in the unaudited condensed consolidated statements of operations . As of June 30, 2022, Eve has assumed obligations under the LTIP towards certain employees transferred from ERJ to Eve. Eve has its own remuneration plan, the 2022 Stock Incentive Plan, which grants its employees, management and, non-employees restricted stock units (RSUs) of our common stock. We recognize stock-based compensation expense in accordance with the provisions of ASC 718, Compensation - Stock Compensation . ASC 718 requires the measurement and recognition of compensation expense for all stock-based compensation awards made to employees, management, and non-employees to be based on the grant date fair values of the awards. We estimate the fair value of share options using the Monte Carlo Determining the grant date fair value of the awards using the Black-Scholes and Monte Carlo Vesting period — The estimate of the expected vesting period of performance conditions is determined based on management’s best estimate of when the milestones will be achieved. As of May 9, 2022, certain milestones had already been met, thus, no estimation was necessary. Expected volatility — Since we were a private entity without sufficient historical data on the volatility of our common stock , the expected volatility used is based on the implied volatility of company’s public traded warrants. Risk-free interest rate — The risk-free interest rate used to value awards is based on the United States Treasury yield in effect at the time of grant for a period consistent with the expected term of the award. Dividend yield — We have never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Forfeiture rate — We have elected to account for forfeitures as they occur and will record stock-based compensation expense assuming all option holders will complete the requisite service period. If a grantee forfeits an award because he fails to complete the requisite service period, we will reverse stock-based compensation expense previously recognized in the period the award is forfeited Input May 9, 2022 Risk-free interest rate 1.29 % Expected term (years) 2 Expected volatility 15.86 % Exercise price $ 0.0 Dividend yield 0.0 % Expected stock price at De-SPAC $ 8.66 Probability-weighted average of additional shares to be issued for the forward contract $ N/A As of June 30, 2022, the Company has granted management 460,000 RSUs. Out of the granted RSUs, 100,000 awards became fully vested upon Closing, while 120,000 did not vest (i.e. the performance condition was not met). The remaining tranches contain performance and service conditions that vest over 2-3 years. |
Research and Development | Research and Development R&D efforts are focused on design and development of our eVTOL and UATM projects to achieve manufacturing and commercial stage. Under U.S. GAAP, R&D costs within the scope of ASC 730 are expensed as incurred and are primarily comprised of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short and long-term incentive) for employees focused on R&D activities, supplies and materials costs. Until December 31, 2021 most of these expenses were carved-out from ERJ and effective January 1, 2022, ERJ started charging Eve for most of such costs under the MSA (see Note 4 |
Selling, General and Administrative | Selling, General and Administrative Until December 31, 2021, general and administrative expenses primarily consisted of allocated expenses of personnel-related costs (including salaries, labor taxes, profit sharing program, benefits, short- and long-term incentives), information systems, accounting, other financial services (such as treasury, audit and purchasing), human resources, legal, facilities, and other corporate expenses. Prior to the fiscal 2022 such expenses have been allocated to the UAM Business based on the most relevant allocation method for the services provided, primarily based on headcount of employees exclusively involved in the UAM Business’ activities compared to the total headcount of all ERJ employees as these measures reflect the historical utilization levels. Selling expenses consist of personnel expenses, including salaries, benefits, contractor and travel expenses aiming the UAM business development and to support our commercialization efforts. The total amounts of these allocations from the parent company were $711,624 and $620,131 for the six months period ended and 2021 , respectively, $613,040 and $339,503 for the three-month period ended June 30, 2022 and 2021 “Selling, g eneral and administrative ” expenses in the unaudited condensed consolidated statements of operations. Beginning on January 1, 2022, selling, general and administrative expenses are mostly comprised of Eve's own expenses. |
Income Taxes | Income Taxes The deferred income taxes are generally recognized, based on enacted tax rates, when assets and liabilities have different values for financial statement and tax purposes. Eve has calculated its income tax amounts using a separate return methodology. Under this method, Eve assumes it will file separate returns with tax authorities, thereby reporting its taxable income or loss and paying the applicable tax to or receiving the appropriate refund from EAH . As a result, Eve ’s deferred tax balances and effective tax rate as a stand-alone entity will likely differ significantly from those recognized in historical periods. A valuation allowance is appropriate if it is more likely than not all or a portion of deferred tax assets will not be realized. The tax loss carryforwards and valuation allowances reflected in the unaudited condensed consolidated financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ consolidated financial statements. Eve accounts for uncertain income tax positions recognized in the unaudited condensed consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to be recognize d in the unaudited condensed consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Segments | Segments Operating segment information is presented in a manner consistent with the internal reports provided to the Chief Operating Decision Maker (“CODM”). The chief operating decision-makers, who are responsible for allocating resources among and assessing the performance of the operating segments and for making strategic decisions, are Eve’s Co-Chief Executive Officers. 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 CODMs assess the operation results by the different R&D projects, as follows: eVTOL : the aircraft is in the preliminary design stage of development. This vehicle is expected to have eight (8) vertical lift electric motors and two (2) horizontal propulsion electric motors. Eve ’s eVTOL has been in an incubation stage for over 4 years. The certification is proposed to be first with ANAC ( the National Civil Aviation Agency of Brazil) and in parallel with the U.S. Federal Aviation Administration . UATM: the segment will provide traffic management services to vehicles operating in the UAM Operating Environment (“UOE”). UATM will be a system of systems focused on improving the efficiency and safety of UAM operations. UATM systems will focus on existing and emerging operators of both the vehicles (fleet operators) and ground infrastructure (vertiport/heliport operators). Service and Support: a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Our services will be offered on an agnostic basis – supporting both our eVTOL and those produced by third-parties. We expect to leverage the global support network of Embraer to deploy our eVTOL services in an efficient, cost-effective and scalable manner. The CODMs receive information related to the operating results based on the directly attributable cost by each R&D project. As Eve was operated within the Embraer Corporate infrastructure, the indirect costs were not included in the information analyzed by the CODMs. Assets information by segment is not presented to the CODMs. The information provided to the CODMs is as follows: Three Months Ended June 30, Six Months Ended June 30, Segments 2022 2021 2022 2021 eVTOL $ (7,599,457 ) $ (1,680,380 ) $ (15,303,608 ) $ (3,391,454 ) UATM Research and development expenses (1,365,309 ) (258,432 ) (2,775,845 ) (439,009 ) Service and Support (870,970 ) - (870,970 ) - Total allocated expenses (9,835,736 ) (1,938,812) (18,950,423 ) (3,830,463 ) Unallocated amounts General and administrative (3,571,814 ) (429,467) (4,380,580 ) (757,410) Selling (i) (2,903,616 ) - (2,903,616 ) - Other expenses (37,123 ) - (37,123 ) - Loss from operations $ (16,348,289 ) $ (2,368,279 ) $ (26,271,742 ) $ (4,587,873 ) (i) Selling expenses related to the six he second quarter. |
Basic and Diluted Net Loss per Common Stock | Basic and Diluted Net Loss per Common Stock In connection with the Closing, all the issued and outstanding Zanite shares of Class A common stock, including the shares of Class A common stock issued to the PIPE Investors, were converted into, on a one one . Basic net loss per common stock excludes dilutive units and is computed by dividing net loss attributable to shareholders 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. In periods in which the Company reports a net loss, the effects of any incremental potential common stock have been excluded from the calculation of loss per common stock because their effect would be anti-dilutive. Due to the losses incurred during the presented periods, the weighted-average common stock outstanding used to calculate both basic and diluted loss per common stock are the same for both periods. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “ Derivatives and Hedging |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements There were no recently adopted accounting pronouncements that had material impacts to the Company. |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted In December 2019, the Financial Accounting Standards Board ("FASB"), issued Accounting Standards Updated ("ASU" 2019-12), Income Taxes (Topic ): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) , which removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for Eve ’s annual periods beginning after December 15, 2021 , and for interim periods beginning after December 15, 2022 Eve is currently evaluating the effect the adoption of ASU 2019-12 will have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) : Facilitation of the effects of reference rate reform of financial reporting roviding an optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship . The amendments in this ASU are effective for all entities as of March 12, 2020 through December 31, 2022. Eve has no contracts, hedging relationships, and other transactions that the LIBOR is applied as reference rate, thus no impact is expected in its unaudited condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Separation-related adjustments | As of December 31, Separation-Related As of January 1, 2021 Adjustment 2022 Assets Current: Cash and equivalents $ 14,376,523 $ (8 ) $ 14,376,515 Related party receivable 220,000 - 220,000 Other current assets 21,140 (8,567 ) 12,573 Total current assets 14,617,663 (8,575 ) 14,609,088 Capitalized software, net 699,753 (699,753 ) - Total assets 15,317,416 (708,328 ) 14,609,088 Liabilities and Net Parent Equity Current: Accounts payable 877,641 (718,233 ) 159,408 Derivative financial instruments 32,226 (32,226 ) - Other payables 616,156 1,015,672 1,631,828 Total current liabilities 1,526,023 265,213 1,791,236 Other noncurrent payables 702,921 (297,921 ) 405,000 2,228,944 (32,708 ) 2,196,236 Net parent equity Net parent investment 13,120,698 (707,846 ) 12,412,852 Accumulated other comprehensive income/ (loss) (32,226 ) 32,226 - Total net parent equity 13,088,472 (675,620 ) 12,412,852 Total liabilities and net parent equity $ 15,317,416 $ (708,328 ) $ 14,609,088 |
Schedule of stock options, valuation assumptions | Input May 9, 2022 Risk-free interest rate 1.29 % Expected term (years) 2 Expected volatility 15.86 % Exercise price $ 0.0 Dividend yield 0.0 % Expected stock price at De-SPAC $ 8.66 Probability-weighted average of additional shares to be issued for the forward contract $ N/A |
Summary of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | Three Months Ended June 30, Six Months Ended June 30, Segments 2022 2021 2022 2021 eVTOL $ (7,599,457 ) $ (1,680,380 ) $ (15,303,608 ) $ (3,391,454 ) UATM Research and development expenses (1,365,309 ) (258,432 ) (2,775,845 ) (439,009 ) Service and Support (870,970 ) - (870,970 ) - Total allocated expenses (9,835,736 ) (1,938,812) (18,950,423 ) (3,830,463 ) Unallocated amounts General and administrative (3,571,814 ) (429,467) (4,380,580 ) (757,410) Selling (i) (2,903,616 ) - (2,903,616 ) - Other expenses (37,123 ) - (37,123 ) - Loss from operations $ (16,348,289 ) $ (2,368,279 ) $ (26,271,742 ) $ (4,587,873 ) |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | As of As of June 30, December 31, 2022 2021 Cash and banks $ 92,824,351 $ 14,131,396 92,824,351 14,131,396 Cash equivalents Private securities (i) 2,363,683 245,127 Fixed term deposits (ii) 81,128,520 - 83,492,203 245,127 $ 176,316,554 $ 14,376,523 (i) Applications in Bank Deposit Certificates (CDB’s"), issued by financial institutions in Brazil, available for redemption in up to 90 days. (ii) Fixed term deposits in US Dollars with original maturities of 90 days or less. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | As of June 30, 2022 As of December 31, 2021 Assets Liabilities Assets Liabilities ERJ $ 256,645 $ 8,775,560 $ 220,000 $ - EAH 320,313 Atech - 464,900 - - Total $ 256,645 $ 9,560,773 $ 220,000 $ - Operating results - Three Months ended June 30, Operating results - Six Months ended June 30, 2022 2021 2022 2021 ERJ $ 7,872,317 $ - $ 14,582,415 $ - Atech 620,455 - 1,374,591 - Total $ 8,492,772 $ - $ 15,957,006 $ - |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Current Asset [Abstract] | |
Schedule of Other Current Assets | As of June 30, As of December 31, 2022 2021 Advances to employees (i) $ 129,107 $ 17,063 Other current assets (ii) 36,978 4,077 Total $ 166,085 $ 21,140 (i) Refers to remuneration related advances. (ii) Refers to federal witholding taxes and recoverable income taxes. |
Capitalized software, net (Tabl
Capitalized software, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Capitalized software, Net [Abstract] | |
Schedule of Capitalized Software, Net | C apitalized software , net is comprised of software licenses ; the position and changes for the six month period ended June 30, 2022, and 2021 , are a s follows : Capitalized software Cost Amortization (i) Total At December 31, 2020 $ 43,193 $ (19,750 ) $ 23,443 Additions 117,127 (33,963 ) 83,164 At March 31, 2021 $ 160,320 $ (53,713 ) $ 106,607 Additions 115,369 ( ) 95,269 At June 30, 2021 $ 275,689 $ (73,813 ) $ 201,876 At December 31, 2021 827,434 ( ) 699,753 Legal entity separation-related adjustments (ii) (827,434 ) 127,681 (699,753 ) At January 1, 2022 and June 30, 2022 $ - $ - $ - ( i ) The amortization effect is recorded in “General and administrative” in the unaudited condensed combined consolidated statements of income. (ii) As a result of the change in the carve-out methodology from management approach to legal entity approach, the capitalized software balance presented on December 31, 2021, is no longer presented in this unaudited condensed combined consolidated financial statement. The costs associated with software licenses used by the UAM Business will be charged by ERJ to Eve as part of the master service and the shared service agreements. Refer to Note 2 for further information on the change in the carve-out methodology. |
Other Payable (Tables)
Other Payable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Summary of other payables | The Other Payable are comprise d of the followin g items : June 30, December 31, 2022 2021 Provision for profit sharing program (i) $ 780,127 $ 59,855 Accruals related to payroll (ii) 696,710 455,392 Advances from customers (iii) 405,000 405,000 Social charges payable (iv) 398,074 163,384 Long-term incentive (v) 164,290 183,041 Income tax payable 129,708 - Other payable 128,503 52,405 Total $ 2,702,412 $ 1,319,077 Current portion $ 2,159,603 $ 616,156 Non-current portion $ 542,809 $ 702,921 (i) Refers to accruals for Profit Sharing programs. (ii) Refers to accruals related to personnel obligations recorded in the financial statements, including mainly vacation expenses and other minor expenses. (iii) Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. (iv) Refers to social charges and taxes applicable in relation to personnel compensation. (v) These represent the ERJ's LTIP obligations. The balance presented as of December 31, 2021 was carved-out from ERJ and the balance as of June 30, 2022 relates to the LTIP obligation assumed by Eve towards certain grantees transferred from ERJ to Eve during the period. |
Stockholders equity (Tables)
Stockholders equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders’ equity | |
Schedule of common stock reserved for future issuance | 2022 Stock Incentive Plan (i) 8,730,000 Shares underlying private placement warrants 14,250,000 Shares underlying public warrants 11,500,000 Shares underlying strategic warrants 34,850,000 (i) For more details about the 2022 2 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments, Gain (Loss) | Derivatives in cash flow hedging relationships Amount of gain (or loss) recognized in OCI on derivative (effective portion) Location of gain (or loss) reclassified from AOCI into income (effective portion) Amount of gain (or loss) reclassified from AOCI into income (effective portion) Three-month ended June 30, 2022 Zero-cost collar $ - General and administrative $ - Three-month ended June 30, 2021 Zero-cost collar $ 50,195 General and administrative $ 6,191 Derivatives in cash flow hedging relationships Amount of gain (or loss) recognized in OCI on derivative (effective portion) Location of gain (or loss) reclassified from AOCI into income (effective portion) Amount of gain (or loss) reclassified from AOCI into income (effective portion) Six-month ended June 30, 2022 Zero-cost collar $ - General and administrative $ - Six-month ended June 30, 2021 Zero-cost collar $ (911) General and administrative $ 6,191 |
Financial and foreign exchang_2
Financial and foreign exchange gain, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of finance income (expense) and foreign exchange gain (loss), net [Abstract] | |
Schedule of breakdown of financial and foreign exchange results | See below the breakdown of financial and foreign ex ch ange results: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Financial Income: Interest on cash and cash equivalents and financial investments $ (824,567 ) $ - $ (887,948 ) $ - Taxes over financial revenue 7,325 - 7,700 - Other 1,829 - 1,793 - Total financial income (815,413 ) - (878,455 ) - Financial expenses: Tax over financial transactions (IOF) 3,496 - 24,668 - Other 839 - 1,056 - Bank fees 279 - 771 - Total financial expenses 4,614 - 26,495 - Financial income/(expenses), net $ (810,799 ) $ - $ (851,960 ) $ - The monetary and foreign exchange are comprised of the following items: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Monetary and foreign exchange variations Assets: Cash and cash equivalents and financial investments $ 371,053 $ - $ (90,753 ) $ - Other 9,783 - (1,438 ) - Trade accounts receivable and contract assets 2,633 - 299 - Tax credits 3,073 - 2,308 - 386,542 - (89,584 ) - Liabilities: Suppliers (64,203 ) - (51,627 ) Taxes and charges payable (8,855 ) - (4,513 ) - Other payables (5,900 ) 46,347 (556 ) 43,873 Provisions (60,639 ) - 11,674 - ( 139,597 ) 46,347 ( 45,022 ) 43,873 Foreign exchange gain (loss), net $ 246,945 $ 46,347 $ (134,606 ) $ 43,873 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Financial income/(expenses), net $ (810,799 ) $ - $ (851,960 ) $ - Foreign exchange gain (loss), net 246,945 46,347 (134,606 ) 43,873 Financial and foreign exchange gain, net $ (563,854 ) $ 46,347 $ (986,566 ) $ 43,873 |
Research and Development (Table
Research and Development (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Research and Development Expense [Abstract] | |
Research And Development | The R&D expenses are comprised of the f ollowing items: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Outsourced service (i) $ 8,226,551 $ 374,634 $ 16,372,414 $ 833,051 Employees’ compensation 1,553,645 1,415,078 2,310,013 2,777,355 Other expenses 51,934 127,550 243,461 176,616 Travel & entertainment 3,606 21,550 24,535 43,441 Total $ 9,835,736 $ 1,938,812 $ 18,950,423 $ 3,830,463 (i) Out of $16,372,414, for the six months ended June 30, 2022 was charged under the MSA contract for the six months ended June 30, 2022, and $8,329,134 was charged for the three months ended June 30,2022 (refer to Note 4). |
Selling, General and Administ_2
Selling, General and Administrative (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure of Selling, General and Administrative Expense [Abstract] | |
Schedule of selling, general and administrative | The selling, general and administrative expenses are comprised of the f ol low ing items: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Employees’ compensation $ 3,011,778 $ 254,177 $ 3,552,243 $ 403,444 Outsourced service (i) 2,914,849 22,092 3,134,723 76,804 Other expenses 548,803 87,110 597,230 175,660 Depreciation/amortization - 66,088 - 101,502 Total $ 6,475,430 $ 429,467 $ 7,284,196 $ 757,410 (i) Out of $ 3,134,723 for the six months ended June 30, 2022 2,914,849 ). |
Fair value measurement (Tables)
Fair value measurement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair value measurement | |
Schedule of company’s financial assets and liabilities by level within the fair value hierarchy | As of June 30, 2022 Level 1 Level 2 Level 3 Total Fair value of the other financial instruments Fair Value Book Value Assets Cash and cash equivalents $ - $ - $ - $ - $ 176,316,554 $ 176,316,554 $ 176,316,554 Financial investments - 154,464,652 - 154,464,652 - 154,243,313 154,464,652 - 154,464,652 - 154,464,652 176,316,554 330,559,867 330,781,206 Liabilities Trade accounts payable - - - - (889,594 ) (889,594 ) (889,594 ) Derivative financial instruments (i) - - (7,267,500 ) (7,267,500 ) - (7,267,500 ) (7,267,500 ) Other Payables (164,290 ) - - (164,290 ) - (164,290 ) (164,290 ) Other Liabilities - - - - (2,133,122 ) (2,133,122 ) (2,133,122 ) $ (164,290 ) $ - $ (7,267,500 ) $ (7,431,790 ) $ (3,022,716 ) $ (10,454,506 ) $ (10,454,506 ) (i) Refers to the Private Placement Warrants. As of December 31, 2021 Level 1 Level 2 Total Fair value of the other financial instruments Fair Value Book Value Assets Cash and cash equivalents $ - $ - $ - $ 14,376,523 $ 14,376,523 $ 14,376,523 - - - 14,376,523 14,376,523 14,376,523 Liabilities Trade accounts payable - - - (877,641 ) (877,641 ) (877,641 ) Derivative financial instruments - (32,226 ) (32,226 ) - (32,226 ) (32,226 ) Other Payables (183,041 ) - (183,041 ) - (183,041 ) (183,041 ) Other Liabilities - - - (731,036 ) (731,036 ) (731,036 ) $ (183,041 ) $ (32,226 ) $ (215,267 ) $ (1,608,677 ) $ (1,823,944 ) $ (1,823,944 ) |
Summary of key inputs into the modified Black-Scholes model | The key inputs into the modified Black-Scholes model were as follows at June 30, 2022 and December 31, 2021: Input June 30, 2022 December 31, 2021 Risk-free interest rate 3.01 % 1.29 % Expected term (years) 5.0 5.1 Expected volatility 25.5 % 15.9 % Exercise price $ 11.50 $ 11.50 Dividend yield 0.0 % 0.0 % Expected stock price at De-SPAC $ 6.2 $ 8.66 Probability-weighted average of additional shares to be issued for the forward contract $ N/A $ 4,600,000 |
Schedule of change in the fair value of the derivative liabilities | The change in the fair value of the derivative liabilities for the Closing date until June 30, 2022: Private Placement Warrants Balance as of May 9, 2022 $ 11,400,000 Change in fair value (4,132,500) Balance as of June 30, 2022 $ 7,267,500 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings per share | |
Schedule of earnings per share | Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (11,781,618 ) $ (2,414,626 ) $ ( 21,282,359 ) $ (4,631,746 ) Net loss per share basic and diluted (0.05 ) (0.01 ) (0.09 ) (0.02 ) Weighted-average number of shares outstanding - basic and diluted 248,989,790 220,000,000 234,574,977 220,000,000 |
Comprehensive income (Tables)
Comprehensive income (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | |
Schedule of Comprehensive Income (Loss) | The accumulated balances for cash flow hedges in accumulated other comp e /(l o s s ) a re a s f ollows: Cash flow hedges Balance as of December 31, 2021 $ (32,226 ) Separation-related adjustment 32,226 Balance as of January 01, 2022 $ - Balances as of and March 31, 2022 and as of June 30, 2022 - Balance as of December 31, 2020 $ 45,438 Other comprehensive loss before reclassifications (51,106 ) Balance as of March 31, 2021 (5,668 ) Other comprehensive loss before reclassifications (911 ) Balance as of June 30, 2021 $ ( ) |
Financial instruments (Tables)
Financial instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financial Instruments | |
Schedule of Interest rate risk | On June 30, 2022, the Company’s cash, cash equivalents, and financial investments were indexed as follows: Pre-fixed Post-fixed Total Amount % Amount % Amount % Cash and cash equivalents and financial investments $ 328,417,524 99.29 % $ 2,363,683 0.71 % $ 330,781,207 100.00 % Amount % Cash equivalents and financial investments indexed to CDI (i) $ 2,363,683 100.00 % |
Schedule of Foreign exchange rate risk | On June 30, 2022, the Company had the following amounts of financial assets and liabilities denominated in two currencies: As of As of June 30, December 31, 2022 2021 Trade account payable Brazilian reais $ (360,177 ) $ (705,725 ) U.S.dollars (529,417 ) (171,917 ) (889,594 ) (877,642 ) Cash and cash equivalents and financial investments Brazilian 2,429,263 329,621 U.S.dollars 328,351,943 14,046,902 330,781,206 14,376,523 Net exposure (1-2): Brazilian $ 2,069,086 $ (376,103 ) U.S.dollars $ 327,822,526 $ 13,874,985 |
Schedule of sensitivity analysis of financial instruments | Interest risk factor Additional variations in book balance (*) Risk factor Amounts exposed as of June 30, 2022 -50% -25% Probable scenario +25% +50% Cash equivalents and financial investments CDI $ 2,363,683 $ 151,867 $ 71,206 $ (9,455 ) $ (90,115 ) $ (170,776 ) Net impact CDI $ 2,363,683 $ 151,867 $ 71,206 $ (9,455 ) $ (90,115 ) $ (170,776 ) Rates considered CDI 13.25% 6.83% 10.24% 13.65% 17.06% 20.48% (*) The positive and negative variations of 25% and 50% were applied on the rates in effect on June 30, 2022. Foreign exchange risk factor Additional variations in book balance (*) Risk factor Amounts exposed as of June 30, 2022 -50% -25% Probable scenario +25% +50% Assets Cash equivalents and financial investments BRL $ 2,429,263 $ 1,207,211 $ 596,185 $ (14,841 ) $ (625,867 ) $ (1,236,893 ) Other assets BRL 1,122,285 557,714 275,429 (6,856 ) (289,142 ) (571,427 ) $ 3,551,548 $ 1,764,925 $ 871,614 $ (21,697 ) $ (915,009 ) $ (1,808,320 ) Liabilities Other liabilities BRL (2,286,753 ) (1,136,392 ) (561,211 ) 13,970 589,151 1,164,332 (2,286,753 ) (1,136,392 ) (561,211 ) 13,970 589,151 1,164,332 Net impact $ 1,264,795 $ 628,533 $ 310,403 $ (7,727 ) $ (325,858 ) $ (643,988 ) Exchanges rate considered 5.2380 2.6350 3.9525 5.2700 6.5875 7.9050 (*) The positive and negative variations of 25% and 50% were applied on the rates in effect on June 30, 2022. |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 6 Months Ended | |||
May 09, 2022 shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Apr. 04, 2022 USD ($) $ / shares shares | |
Disclosure of general information about entity [line items] | ||||
Transaction Costs | $ 47,885,258 | $ 0 | ||
Common stock | Class A | ||||
Disclosure of general information about entity [line items] | ||||
Stock conversion ratio | 0.0001 | |||
Common stock | Class A | Private Placement | PIPE Investors | ||||
Disclosure of general information about entity [line items] | ||||
Common stock shares subscribed but not issued | shares | 35,730,000 | |||
Share price | $ / shares | $ 10 | |||
Common stock value subscribed but not issued | $ 357,300,000 | |||
Common stock | Class A | Private Placement | Zanite Sponsor LLC | ||||
Disclosure of general information about entity [line items] | ||||
Common stock shares subscribed but not issued | shares | 2,500,000 | |||
Common stock value subscribed but not issued | $ 25,000,000 | |||
Common stock | Class A | Private Placement | Embraer Aircraft Holding Inc. (“EAH”) | ||||
Disclosure of general information about entity [line items] | ||||
Common stock shares subscribed but not issued | shares | 18,500,000 | |||
Common stock value subscribed but not issued | $ 185,000,000 | |||
Embraer Aircraft Holding Inc. (“EAH”) | ||||
Disclosure of general information about entity [line items] | ||||
Ownership Percentage | 90% | |||
Business Combination Agreement | ||||
Disclosure of general information about entity [line items] | ||||
Transaction Costs | $ 47,885,258 | |||
Business Combination Agreement | Zanite Acquisition Corp. | Common stock | ||||
Disclosure of general information about entity [line items] | ||||
Stock conversion ratio | 0.01 | |||
Business Combination Agreement | Embraer Aircraft Holding Inc. (“EAH”) | Zanite Acquisition Corp. | Common stock | Class A | ||||
Disclosure of general information about entity [line items] | ||||
Issuance of shares for consideration (in shares) | shares | 220,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Jan. 02, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current: | |||||||
Cash and cash equivalents | $ 176,316,554 | $ 14,376,523 | |||||
Related party receivable | 256,645 | 220,000 | |||||
Other current assets | 166,085 | 21,140 | |||||
Total current assets | 331,203,936 | 14,617,663 | |||||
Capitalized software, net | 0 | 699,753 | $ 201,876 | $ 106,607 | $ 23,443 | ||
Total assets | 331,203,936 | 15,317,416 | |||||
Current: | |||||||
Accounts payable | 889,594 | 877,641 | |||||
Derivative financial instruments | 7,267,500 | 32,226 | |||||
Other payables | 2,159,603 | 616,156 | |||||
Total current liabilities | 19,877,470 | 1,526,023 | |||||
Other noncurrent payables | 542,809 | 702,921 | |||||
Total liabilities | 20,420,279 | 2,228,944 | |||||
Net parent equity | |||||||
Net parent investment | 0 | 13,120,698 | |||||
Accumulated other comprehensive loss | 0 | (32,226) | |||||
Total net parent equity | 310,783,657 | $ 3,644,887 | 13,088,472 | $ (409,311) | $ (277,172) | (1,013,853) | |
Total liabilities and net parent equity | $ 331,203,936 | 15,317,416 | |||||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||||
Current: | |||||||
Cash and cash equivalents | $ 14,376,515 | ||||||
Related party receivable | 220,000 | ||||||
Other current assets | 12,573 | ||||||
Total current assets | 14,609,088 | ||||||
Capitalized software, net | 0 | ||||||
Total assets | 14,609,088 | ||||||
Current: | |||||||
Accounts payable | 159,408 | ||||||
Derivative financial instruments | 0 | ||||||
Other payables | 1,631,828 | ||||||
Total current liabilities | 1,791,236 | ||||||
Other noncurrent payables | 405,000 | ||||||
Total liabilities | 2,196,236 | ||||||
Net parent equity | |||||||
Net parent investment | 12,412,852 | ||||||
Accumulated other comprehensive loss | 0 | ||||||
Total net parent equity | 12,412,852 | 12,412,852 | $ (1,013,853) | ||||
Total liabilities and net parent equity | 14,609,088 | ||||||
Legal entity change separation-related adjustments | |||||||
Current: | |||||||
Cash and cash equivalents | (8) | ||||||
Related party receivable | 0 | ||||||
Other current assets | (8,567) | ||||||
Total current assets | (8,575) | ||||||
Capitalized software, net | (699,753) | ||||||
Total assets | (708,328) | ||||||
Current: | |||||||
Accounts payable | (718,233) | ||||||
Derivative financial instruments | (32,226) | ||||||
Other payables | 1,015,672 | ||||||
Total current liabilities | 265,213 | ||||||
Other noncurrent payables | (297,921) | ||||||
Total liabilities | (32,708) | ||||||
Net parent equity | |||||||
Net parent investment | (707,846) | ||||||
Accumulated other comprehensive loss | 32,226 | ||||||
Total net parent equity | (675,620) | $ (675,620) | |||||
Total liabilities and net parent equity | $ (708,328) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - Share options | May 09, 2022 $ / shares shares |
Input | |
Risk-free interest rate | 1.29% |
Expected term (years) | 2 years |
Expected volatility | 15.86% |
Exercise price | $ 0 |
Dividend yield | 0% |
Expected stock price at De-SPAC | $ 8.66 |
Probability weighted average of additional shares to be issued for the forward contract | shares |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total allocated expenses | $ (9,835,736) | $ (1,938,812) | $ (18,950,423) | $ (3,830,463) | |
Other expenses | (37,123) | 0 | (37,123) | 0 | |
Loss from operations | (16,348,289) | (2,368,279) | (26,271,742) | (4,587,873) | |
Unallocated amounts | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
General and administrative | (3,571,814) | (429,467) | 4,380,580 | (757,410) | |
Selling | [1] | (2,903,616) | 0 | (2,903,616) | 0 |
Other expenses | (37,123) | 0 | (37,123) | 0 | |
eVTOL [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total allocated expenses | (7,599,457) | (1,680,380) | (15,303,608) | (3,391,454) | |
UATM [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total allocated expenses | (1,365,309) | (258,432) | (2,775,845) | (439,009) | |
Service and Support | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total allocated expenses | $ (870,970) | $ 0 | $ (870,970) | $ 0 | |
[1]Selling expenses related to the six he second quarter. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Textuals) | 3 Months Ended | 6 Months Ended | |||
May 09, 2022 shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 $ / shares shares | Jun. 30, 2021 USD ($) | |
Income tax examination likelihood of unfavorable settlement | greater than 50% | ||||
Number of operating segments | 3 | ||||
Number of reportable segments | 3 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, granted | 460,000 | ||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, vested | 100,000 | ||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, non-vested | 120,000 | 120,000 | |||
Restricted Stock Units (RSUs) | Minimum | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||||
Common stock | |||||
Stock issued during period for warrants exercised, shares | 800,000 | ||||
Common stock | Strategic Warrants, one | |||||
Common Stock issuable shares | 18,650,000 | 18,650,000 | |||
Common Stock, Exercise price | $ / shares | $ 0.01 | $ 0.01 | |||
Stock issued during period for warrants exercised, shares | 800,000 | ||||
Common stock | Strategic Warrants, two | |||||
Common Stock issuable shares | 12,000,000 | 12,000,000 | |||
Common Stock, Exercise price | $ / shares | $ 15 | $ 15 | |||
Common stock | Strategic Warrants, three | |||||
Common Stock issuable shares | 5,000,000 | 5,000,000 | |||
Common Stock, Exercise price | $ / shares | $ 11.5 | $ 11.5 | |||
Common stock | Class A | |||||
Stock conversion ratio | 0.0001 | ||||
eVTOL [Member] | |||||
Number of Vertical Lift Electric Motors in Aircraf | 8 | ||||
Number of horizontal propulsion electric motors in aircraft | 2 | ||||
ERJ | General and Administrative | |||||
Allocated corporate costs (income) | $ | $ 339,503 | $ 620,131 | |||
Software licenses | |||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||
Parent Company [Member] | Common stock | Strategic Warrants, one | |||||
Common Stock, Exercise price | $ / shares | $ 8,000 | $ 8,000 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | |||
Cash and banks | $ 92,824,351 | $ 14,131,396 | |
Total cash and banks | 92,824,351 | 14,131,396 | |
Cash equivalents | |||
Private securities (i) | [1] | 2,363,683 | 245,127 |
Fixed term deposits | [2] | 81,128,520 | 0 |
Total cash equivalents | 83,492,203 | 245,127 | |
Total cash and cash equivalents | $ 176,316,554 | $ 14,376,523 | |
[1] Applications in Bank Deposit Certificates (CDB’s"), issued by financial institutions in Brazil, available for redemption in up to 90 days. Fixed term deposits in US Dollars with original maturities of 90 days or less. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Assets | $ 256,645 | $ 256,645 | $ 220,000 | ||
Liabilities | 9,560,773 | 9,560,773 | 0 | ||
Operating Results | 8,492,772 | $ 0 | 15,957,006 | $ 0 | |
ERJ | |||||
Related Party Transaction [Line Items] | |||||
Assets | 256,645 | 256,645 | 220,000 | ||
Liabilities | 8,775,560 | 8,775,560 | 0 | ||
Operating Results | 7,872,317 | 0 | 14,582,415 | 0 | |
Embraer Aircraft Holding Inc. (“EAH”) | |||||
Related Party Transaction [Line Items] | |||||
Liabilities | 320,313 | 320,313 | |||
Atech | |||||
Related Party Transaction [Line Items] | |||||
Assets | 0 | 0 | 0 | ||
Liabilities | 464,900 | 464,900 | $ 0 | ||
Operating Results | $ 620,455 | $ 0 | $ 1,374,591 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 14, 2021 | Jul. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Capital contribution | $ 0 | $ 5,055,808 | |||||
Outstanding related party payable | $ 9,560,773 | 9,560,773 | $ 0 | ||||
Related party transaction, incurred cost from transactions with related party | 8,492,772 | ||||||
Outstanding related party receivable | 256,645 | 256,645 | 220,000 | ||||
Outstanding related party payable from reimbursement for marketing expenses | 589,852 | 589,852 | |||||
Outstanding related party payable from reimbursement for payroll expenses | 320,313 | 320,313 | |||||
Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 8,500,315 | 8,500,315 | |||||
Related party transaction, incurred cost from transactions with related party | 8,329,133 | ||||||
Master Service Agreement [Member] | Parent Company [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Service agreement fees and expenses settlement days | 45 days | ||||||
Shared ServiceAgreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 150,293 | 150,293 | |||||
Related party transaction, incurred cost from transactions with related party | 163,649 | ||||||
Shared ServiceAgreement [Member] | Parent Company [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement term | 15 years | ||||||
Service agreement fees and expenses settlement days | 45 days | ||||||
Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Contributions from related party | $ 300,000,000 | ||||||
ERJ | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 8,775,560 | 8,775,560 | 0 | ||||
Outstanding related party receivable | 256,645 | 256,645 | 220,000 | ||||
ERJ | 2022 stock Incentive Plan | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party receivable | 252,728 | 252,728 | |||||
ERJ | Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement renewal term | 1 year | ||||||
ERJ | Selling, General and Administrative Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Allocated corporate costs (income) | 169,213 | $ 429,467 | 711,461 | $ 757,410 | |||
Capital contribution | $ 15,000,000 | ||||||
Atech | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 464,900 | 464,900 | 0 | ||||
Outstanding related party receivable | $ 0 | $ 0 | $ 0 | ||||
Atech | Shared ServiceAgreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement term | 15 years |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Other Current Assets [Abstract] | |||
Advances to employees | [1] | $ 129,107 | $ 17,063 |
Other current assets | [2] | 36,978 | 4,077 |
Total | $ 166,085 | $ 21,140 | |
[1]Refers to remuneration related advances.[2] Refers to federal witholding taxes and recoverable income taxes. |
Capitalized software, net - Sch
Capitalized software, net - Schedule of Capitalized Software, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | ||||
Schedule Of Capitalized Software, Net [Line Items] | ||||||
Beginning balance | $ 106,607 | $ 23,443 | $ 699,753 | |||
Additions | 95,269 | 83,164 | ||||
Legal entity separation-related adjustments | [1] | (699,753) | ||||
Ending balance | 201,876 | 106,607 | 0 | |||
Cost [member] | ||||||
Schedule Of Capitalized Software, Net [Line Items] | ||||||
Beginning balance | 160,320 | 43,193 | 827,434 | |||
Additions | 115,369 | 117,127 | ||||
Legal entity separation-related adjustments | [1] | (827,434) | ||||
Ending balance | 275,689 | 160,320 | 0 | |||
Amortization [Member] | ||||||
Schedule Of Capitalized Software, Net [Line Items] | ||||||
Beginning balance | [2] | (53,713) | (19,750) | (127,681) | ||
Additions | (20,100) | (33,963) | [2] | |||
Legal entity separation-related adjustments | [1],[2] | 127,681 | ||||
Ending balance | $ (73,813) | $ (53,713) | [2] | $ 0 | [2] | |
[1] As a result of the change in the carve-out methodology from management approach to legal entity approach, the capitalized software balance presented on December 31, 2021, is no longer presented in this unaudited condensed combined consolidated financial statement. The costs associated with software licenses used by the UAM Business will be charged by ERJ to Eve as part of the master service and the shared service agreements. Refer to Note 2 for further information on the change in the carve-out methodology. The amortization effect is recorded in “General and administrative” in the unaudited condensed combined consolidated statements of income. |
Warrant liabilities (Details Te
Warrant liabilities (Details Textuals) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Common stock | Class A | |
Class of Warrant or Right [Line Items] | |
Stock conversion ratio | 0.0001 |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights issued | 11,500,000 |
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Number of securities called by each warrant | 1 |
Common Stock, Exercise price | $ / shares | $ 11.5 |
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months |
Public Warrants | Common stock | Class A | |
Class of Warrant or Right [Line Items] | |
Stock conversion ratio | 0.0001 |
Public Warrants | Common stock | Class B | |
Class of Warrant or Right [Line Items] | |
Stock conversion ratio | 0.0001 |
Public Warrants | Zanite Acquisition Corp. | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights issued | 14,250,000 |
Private Placement Warrants | Zanite Acquisition Corp. | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days |
Number of securities called by each warrant | 1 |
Common Stock, Exercise price | $ / shares | $ 11.5 |
Other Payable - Summary of oth
Other Payable - Summary of other payables (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |||
Provision for profit sharing program | [1] | $ 780,127 | $ 59,855 |
Accruals related to payroll | [2] | 696,710 | 455,392 |
Advances from customers | [3] | 405,000 | 405,000 |
Social charges payable | [4] | 398,074 | 163,384 |
Long-term incentive | [5] | 164,290 | 183,041 |
Income tax payable | 129,708 | 0 | |
Other payable | 128,503 | 52,405 | |
Total | 2,702,412 | 1,319,077 | |
Current portion | 2,159,603 | 616,156 | |
Non-current portion | $ 542,809 | $ 702,921 | |
[1] Refers to accruals for Profit Sharing programs. Refers to accruals related to personnel obligations recorded in the financial statements, including mainly vacation expenses and other minor expenses. Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. Refers to social charges and taxes applicable in relation to personnel compensation. These represent the ERJ's LTIP obligations. The balance presented as of December 31, 2021 was carved-out from ERJ and the balance as of June 30, 2022 relates to the LTIP obligation assumed by Eve towards certain grantees transferred from ERJ to Eve during the period. |
Stockholders equity (Details)
Stockholders equity (Details) | Jun. 30, 2022 shares | |
Summary of common stock reserved for future issuance | ||
Common stock reserved for future issuance | 9,100,000 | |
2022 stock Incentive Plan | ||
Summary of common stock reserved for future issuance | ||
Common stock reserved for future issuance | 8,730,000 | [1] |
Private Placement Warrants | ||
Summary of common stock reserved for future issuance | ||
Common stock reserved for future issuance | 14,250,000 | |
Public Warrants | ||
Summary of common stock reserved for future issuance | ||
Common stock reserved for future issuance | 11,500,000 | |
Strategic Warrants | ||
Summary of common stock reserved for future issuance | ||
Common stock reserved for future issuance | 34,850,000 | |
[1] For more details about the 2022 2 |
Stockholders equity (Details 1
Stockholders equity (Details 1 - Textuals) | 3 Months Ended | 6 Months Ended | |||
May 09, 2022 shares | Jun. 30, 2022 $ / shares shares | Jun. 30, 2022 USD ($) Number $ / shares shares | Dec. 31, 2021 $ / shares shares | Jun. 30, 2021 shares | |
Class of Stock [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 | |||
Common stock, shares issued | 264,332,132 | 264,332,132 | 235,582,132 | 235,582,132 | |
Common stock, shares outstanding | 264,332,132 | 264,332,132 | 235,582,132 | 235,582,132 | |
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Common stock, voting rights | one vote per share | ||||
Dividends on common stock | $ | $ 0 | ||||
Common stock reserved for future issuance | 9,100,000 | 9,100,000 | |||
Common stock | |||||
Class of Stock [Line Items] | |||||
Stock issued during period for warrants exercised, shares | 800,000 | ||||
Public Warrants | |||||
Class of Stock [Line Items] | |||||
Number of securities called by each warrant | 1 | 1 | |||
Exercise price of warrants | $ / shares | $ 11.5 | $ 11.5 | |||
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days | ||||
Class of warrant or right, threshold period for exercise from date of closing public offering | 12 months | ||||
Term of warrants | 5 years | 5 years | |||
Class of warrants redemption price per unit | $ / shares | $ 0.01 | ||||
Class of warrants, Convertible, Stock Price Trigger | $ / shares | $ 18 | ||||
Class of warrant or right redemption threshold consecutive trading days | 20 days | ||||
Class of warrant or right redemption threshold trading days | 30 days | ||||
Strategic Warrants | |||||
Class of Stock [Line Items] | |||||
Number of electrical vertical take-off and landing for receipt of binding commitments | Number | 500 | ||||
Number of electrical vertical take-off and landing for purchase commitments | Number | 200 | ||||
Number of vertiports | Number | 10 | ||||
Strategic Warrants | Common stock | |||||
Class of Stock [Line Items] | |||||
Stock issued for warrants exercisable | 26,550,000 | ||||
Stock issued during period for warrants exercised, shares | 800,000 | ||||
Strategic Warrants, one | Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.01 | $ 0.01 | |||
Common Stock issuable shares | 18,650,000 | 18,650,000 | |||
Stock issued during period for warrants exercised, shares | 800,000 | ||||
Strategic Warrants, two | Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 15 | $ 15 | |||
Common Stock issuable shares | 12,000,000 | 12,000,000 | |||
Strategic Warrants, three | Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 11.5 | $ 11.5 | |||
Common Stock issuable shares | 5,000,000 | 5,000,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - General and Administrative Expense [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (or loss) recognized in OCI on derivative (effective portion) | $ 0 | $ 50,195 | $ 0 | $ (911) |
Amount of gain (or loss) reclassified from AOCI into income (effective portion) | $ 0 | $ 6,191 | $ 0 | $ 6,191 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) - 12 months ended Dec. 31, 2021 | USD ($) | BRL (R$) | USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments in Hedges, Assets, at Fair Value | $ | $ 32,226 | ||
Cash flow hedges discontinued during period | $ | $ 0 | ||
Zerocost collar [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | $ | $ 1,393,512 | ||
Zerocost collar [Member] | Minimum [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | R$ 7246263 | ||
Derivative, Average Price Risk Option Strike Price | 5.2 | ||
Zerocost collar [Member] | Maximum [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | R$ 8524671 | ||
Derivative, Average Price Risk Option Strike Price | 6.1174 |
Financial and foreign exchang_3
Financial and foreign exchange gain, net (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Financial income: | ||||
Interest on cash and cash equivalents and financial investments | $ (824,567) | $ 0 | $ (887,948) | $ 0 |
Taxes over financial revenue | 7,325 | 0 | 7,700 | 0 |
Other | 1,829 | 0 | 1,793 | 0 |
Total financial income | (815,413) | 0 | (878,455) | 0 |
Financial expenses: | ||||
IOF - (tax on financial transactions) | 3,496 | 0 | 24,668 | 0 |
Other | 839 | 0 | 1,056 | 0 |
Bank Fees | 279 | 0 | 771 | 0 |
Total financial expenses | 4,614 | 0 | 26,495 | 0 |
Financial income/(expenses), net | (810,799) | 0 | (851,960) | 0 |
Assets: | ||||
Cash and cash equivalents and financial investments | 371,053 | 0 | (90,753) | 0 |
Tax credits | 3,073 | 0 | 2,308 | 0 |
Other | 9,783 | 0 | (1,438) | 0 |
Trade accounts receivable and contract assets | 2,633 | 0 | 299 | 0 |
Total monetary and foreign exchange variations on assets | 386,542 | 0 | (89,584) | 0 |
Liabilities: | ||||
Suppliers | (64,203) | 0 | (51,627) | |
Provisions | (60,639) | 0 | 11,674 | 0 |
Taxes and charges payable | (8,855) | 0 | (4,513) | 0 |
Other payables | (5,900) | 46,347 | (556) | 43,873 |
Total monetary and foreign exchange variations on liabilities | (139,597) | 46,347 | (45,022) | 43,873 |
Foreign exchange gain (loss), net | 246,945 | 46,347 | (134,606) | 43,873 |
Financial income/(expenses), net | (810,799) | 0 | (851,960) | 0 |
Foreign exchange gain (loss), net | 246,945 | 46,347 | (134,606) | 43,873 |
Financial and foreign exchange gain, net | $ (563,854) | $ 46,347 | $ (986,566) | $ 43,873 |
Research and Development - Rese
Research and Development - Research and Development (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Research And Development [Line Items] | ||||
Employees' compensation | $ 1,028,369 | $ 0 | ||
Total | $ 9,835,736 | $ 1,938,812 | 18,950,423 | 3,830,463 |
Research and Development Expense [Member] | ||||
Research And Development [Line Items] | ||||
Outsourced service | 8,226,551 | 374,634 | 16,372,414 | 833,051 |
Employees' compensation | 1,553,645 | 1,415,078 | 2,310,013 | 2,777,355 |
Other expenses | 51,934 | 127,550 | 243,461 | 176,616 |
Travel & entertainment | $ 3,606 | $ 21,550 | $ 24,535 | $ 43,441 |
Research and Development (Detai
Research and Development (Details 1 - Textuals) - Research and Development Expense [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Research And Development [Line Items] | ||||
Outsourced service | $ 8,226,551 | $ 374,634 | $ 16,372,414 | $ 833,051 |
Master Service Agreement [Member] | ||||
Research And Development [Line Items] | ||||
Outsourced service charged from related parties | $ 8,329,134 | $ 15,665,298 |
Selling, General And Administ_3
Selling, General And Administrative - Schedule Of General And Administrative Expense (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employees' compensation | $ 1,028,369 | $ 0 | ||
Depreciation/amortization | $ 0 | 0 | ||
Total | 6,475,430 | $ 429,467 | 7,284,196 | 757,410 |
Selling, General and Administrative Expenses [Member] | ||||
Employees' compensation | 3,011,778 | 254,177 | 3,552,243 | 403,444 |
Outsourced service | 2,914,849 | 22,092 | 3,134,723 | 76,804 |
Other Expenses | $ 548,803 | 87,110 | $ 597,230 | 175,660 |
Depreciation/amortization | $ 66,088 | $ 101,502 |
Selling, General and Administ_4
Selling, General and Administrative (Details 1 - Textuals) - Selling, General and Administrative Expenses [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Outsourced service | $ 2,914,849 | $ 22,092 | $ 3,134,723 | $ 76,804 |
Shared Service Agreement [Member] | ||||
Outsourced service charged from related parties | $ 163,649 | $ 291,708 |
Fair value measurement (Details
Fair value measurement (Details) - Fair Value, Recurring - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | ||
Fair value of the other financial instruments | ||||
Assets | ||||
Cash and cash equivalents | $ 176,316,554 | $ 14,376,523 | ||
Financial investments | 0 | |||
Total assets | 176,316,554 | 14,376,523 | ||
Liabilities | ||||
Trade accounts payable | (889,594) | (877,641) | ||
Derivative financial instruments | 0 | 0 | ||
Other Payables | 0 | 0 | ||
Other Liabilities | (2,133,122) | (731,036) | ||
Total liabilities | (3,022,716) | (1,608,677) | ||
Fair Value | ||||
Assets | ||||
Cash and cash equivalents | 176,316,554 | 14,376,523 | ||
Financial investments | 154,243,313 | |||
Total assets | 330,559,867 | 14,376,523 | ||
Liabilities | ||||
Trade accounts payable | (889,594) | (877,641) | ||
Derivative financial instruments | (7,267,500) | [1] | (32,226) | |
Other Payables | (164,290) | (183,041) | ||
Other Liabilities | (2,133,122) | (731,036) | ||
Total liabilities | (10,454,506) | (1,823,944) | ||
Book value | ||||
Assets | ||||
Cash and cash equivalents | 176,316,554 | 14,376,523 | ||
Financial investments | 154,464,652 | |||
Total assets | 330,781,206 | 14,376,523 | ||
Liabilities | ||||
Trade accounts payable | (889,594) | (877,641) | ||
Derivative financial instruments | (7,267,500) | [1] | (32,226) | |
Other Payables | (164,290) | (183,041) | ||
Other Liabilities | (2,133,122) | (731,036) | ||
Total liabilities | (10,454,506) | (1,823,944) | ||
Level 1 | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Financial investments | 0 | |||
Total assets | 0 | 0 | ||
Liabilities | ||||
Trade accounts payable | 0 | 0 | ||
Derivative financial instruments | 0 | 0 | ||
Other Payables | (164,290) | (183,041) | ||
Other Liabilities | 0 | 0 | ||
Total liabilities | (164,290) | (183,041) | ||
Level 2 | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Financial investments | 154,464,652 | |||
Total assets | 154,464,652 | 0 | ||
Liabilities | ||||
Trade accounts payable | 0 | 0 | ||
Derivative financial instruments | 0 | (32,226) | ||
Other Payables | 0 | 0 | ||
Other Liabilities | 0 | 0 | ||
Total liabilities | 0 | (32,226) | ||
Level 3 | ||||
Assets | ||||
Cash and cash equivalents | 0 | |||
Financial investments | 0 | |||
Total assets | 0 | |||
Liabilities | ||||
Trade accounts payable | 0 | |||
Derivative financial instruments | [1] | (7,267,500) | ||
Other Payables | 0 | |||
Other Liabilities | 0 | |||
Total liabilities | (7,267,500) | |||
Total | ||||
Assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Financial investments | 154,464,652 | |||
Total assets | 154,464,652 | 0 | ||
Liabilities | ||||
Trade accounts payable | 0 | 0 | ||
Derivative financial instruments | (7,267,500) | [1] | (32,226) | |
Other Payables | (164,290) | (183,041) | ||
Other Liabilities | 0 | 0 | ||
Total liabilities | $ (7,431,790) | $ (215,267) | ||
[1] Refers to the Private Placement Warrants. |
Fair value measurement (Detai_2
Fair value measurement (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Input | ||
Risk free interest rate | 3.01% | 1.29% |
Expected term (years) | 5 years | 5 years 1 month 6 days |
Expected volatility | 25.50% | 15.90% |
Exercise price | $ 11.5 | $ 11.5 |
Dividend yield | 0% | 0% |
Expected stock price at De-SPAC | $ 6.2 | $ 8.66 |
Probability weighted average of additional shares to be issued for the forward contract | 4,600,000 |
Fair value measurement (Detai_3
Fair value measurement (Details 2) - Derivative [Member] - Private Placement Warrants | 2 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair value measurement [Line Items] | |
Fair value of the derivative liabilities, beginning balance | $ 11,400,000 |
Change in fair value | (4,132,500) |
Fair value of the derivative liabilities, ending balance | $ 7,267,500 |
Fair value measurement (Detai_4
Fair value measurement (Details 3 - Textuals) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair value measurement | ||
Dividend yield | 0% | 0% |
Income Taxes (Details - Textual
Income Taxes (Details - Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | ||||
Effective income tax rates for continuing operations | 0% | |||
Current income tax expense | $ 129,708 | $ 0 | $ 129,708 | $ 0 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings per share | ||||||
Net loss | $ (11,781,618) | $ (9,500,741) | $ (2,414,626) | $ (2,217,120) | $ (21,282,359) | $ (4,631,746) |
Net loss per share basic and diluted | $ (0.05) | $ (0.01) | $ (0.09) | $ (0.02) | ||
Weighted-average number of shares outstanding – basic and diluted | 248,989,790 | 220,000,000 | 234,574,977 | 220,000,000 |
Earnings per share (Details Tex
Earnings per share (Details Textuals) | 6 Months Ended |
Jun. 30, 2022 shares | |
Earnings per share | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,850,000 |
Comprehensive income - Schedule
Comprehensive income - Schedule Of Accumulated Other Comprehensive Income Loss (Details) - USD ($) | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Equity at beginning of the period | $ 3,644,887 | $ 13,088,472 | $ (277,172) | $ (1,013,853) |
Other comprehensive loss before reclassifications | (911) | (51,106) | ||
Equity at end of the period | 310,783,657 | 3,644,887 | (409,311) | (277,172) |
Separation-related adjustment | ||||
Equity at beginning of the period | (675,620) | |||
Cumulative Effect, Period of Adoption, Adjusted Balance | ||||
Equity at beginning of the period | 12,412,852 | (1,013,853) | ||
AOCI Attributable to Parent | ||||
Equity at beginning of the period | 0 | (32,226) | (5,668) | 45,438 |
Other comprehensive loss before reclassifications | 0 | 0 | (911) | (51,106) |
Equity at end of the period | $ 0 | 0 | $ (6,579) | (5,668) |
AOCI Attributable to Parent | Separation-related adjustment | ||||
Equity at beginning of the period | 32,226 | |||
AOCI Attributable to Parent | Cumulative Effect, Period of Adoption, Adjusted Balance | ||||
Equity at beginning of the period | $ 0 | $ 45,438 |
Financial instruments (Details)
Financial instruments (Details) - Cash, cash equivalents and financial investments | Jun. 30, 2022 USD ($) |
Financial Instruments | |
Cash, cash equivalents and financial investments | $ 330,781,207 |
% | 100% |
Pre-fixed | |
Financial Instruments | |
Cash, cash equivalents and financial investments | $ 328,417,524 |
% | 99.29% |
Post-fixed | |
Financial Instruments | |
Cash, cash equivalents and financial investments | $ 2,363,683 |
% | 0.71% |
Financial instruments (Details
Financial instruments (Details 1) - Cash, cash equivalents and financial investments | Jun. 30, 2022 USD ($) | |
Financial Instruments | ||
Cash, cash equivalents and financial investments | $ 330,781,207 | |
% | 100% | |
CDI | ||
Financial Instruments | ||
Cash, cash equivalents and financial investments | $ 2,363,683 | [1] |
% | 100% | [1] |
[1] The interbank deposit certificate (Certificado de Depósito Interbancário), or CDI rate is an average of interbank overnight rates in Brazil. |
Financial instruments (Detail_2
Financial instruments (Details 2) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Brazilian reais | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Net exposure | $ 2,069,086 | $ (376,103) |
U.S. dollars | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Net exposure | 327,822,526 | 13,874,985 |
Trade account payable | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Financial liabilities | (889,594) | (877,642) |
Trade account payable | Brazilian reais | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Financial liabilities | (360,177) | (705,725) |
Trade account payable | U.S. dollars | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Financial liabilities | (529,417) | (171,917) |
Cash, cash equivalents and financial investments | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Financial assets | 330,781,206 | 14,376,523 |
Cash, cash equivalents and financial investments | Brazilian reais | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Financial assets | 2,429,263 | 329,621 |
Cash, cash equivalents and financial investments | U.S. dollars | ||
Foreign Currency Fair Value Hedge Derivative [Line Items] | ||
Financial assets | $ 328,351,943 | $ 14,046,902 |
Financial Instruments (Detail_3
Financial Instruments (Details 3) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cash equivalents and financial investments | $ 83,492,203 | $ 245,127 | |
CDI | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cash equivalents and financial investments | 2,363,683 | ||
Net impact | $ 2,363,683 | ||
Rates considered | 13.25% | ||
CDI | -0.50 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cash equivalents and financial investments | [1] | $ 151,867 | |
Net impact | [1] | $ 151,867 | |
Rates considered | [1] | 6.83% | |
CDI | -0.25 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Cash equivalents and financial investments | [1] | $ 71,206 | |
Net impact | [1] | $ 71,206 | |
Rates considered | [1] | 10.24% | |
CDI | Probable scenario | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Increase (decrease) in fair value of interest rate fair value hedging instruments, cash equivalents and financial investments | [1] | $ (9,455) | |
Increase (decrease) in fair value of interest rate fair value hedging instruments | [1] | $ (9,455) | |
Rates considered | [1] | 13.65% | |
CDI | +25 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Increase (decrease) in fair value of interest rate fair value hedging instruments, cash equivalents and financial investments | [1] | $ (90,115) | |
Increase (decrease) in fair value of interest rate fair value hedging instruments | [1] | $ (90,115) | |
Rates considered | [1] | 17.06% | |
CDI | +50 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Increase (decrease) in fair value of interest rate fair value hedging instruments, cash equivalents and financial investments | [1] | $ (170,776) | |
Increase (decrease) in fair value of interest rate fair value hedging instruments | [1] | $ (170,776) | |
Rates considered | [1] | 20.48% | |
[1] The positive and negative variations of 25% and 50% were applied on the rates in effect on June 30, 2022. |
Financial Instruments (Detail_4
Financial Instruments (Details 4) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Brazilian reais | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Net impact | $ 2,069,086 | $ (376,103) | |
Foreign exchange rate risk | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | 3,551,548 | ||
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | (2,286,753) | ||
Net impact | $ 1,264,795 | ||
Exchange rate considered | 5.238 | ||
Foreign exchange rate risk | -0.50 | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | $ 1,764,925 | |
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | (1,136,392) | |
Net impact | [1] | $ 628,533 | |
Exchange rate considered | [1] | 2.635 | |
Foreign exchange rate risk | -0.25 | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | $ 871,614 | |
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | (561,211) | |
Net impact | [1] | $ 310,403 | |
Exchange rate considered | [1] | 3.9525 | |
Foreign exchange rate risk | Probable scenario | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | $ (21,697) | |
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | 13,970 | |
Net impact | [1] | $ (7,727) | |
Exchange rate considered | [1] | 5.27 | |
Foreign exchange rate risk | +25 | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | $ (915,009) | |
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | 589,151 | |
Net impact | [1] | $ (325,858) | |
Exchange rate considered | [1] | 6.5875 | |
Foreign exchange rate risk | +50 | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | $ (1,808,320) | |
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | 1,164,332 | |
Net impact | [1] | $ (643,988) | |
Exchange rate considered | [1] | 7.905 | |
Foreign exchange rate risk | Brazilian reais | Cash, cash equivalents and financial investments | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | $ 2,429,263 | ||
Foreign exchange rate risk | Brazilian reais | Other assets | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | 1,122,285 | ||
Foreign exchange rate risk | Brazilian reais | Other liabilities | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | (2,286,753) | ||
Foreign exchange rate risk | Brazilian reais | -0.50 | Cash, cash equivalents and financial investments | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | 1,207,211 | |
Foreign exchange rate risk | Brazilian reais | -0.50 | Other assets | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | 557,714 | |
Foreign exchange rate risk | Brazilian reais | -0.50 | Other liabilities | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | (1,136,392) | |
Foreign exchange rate risk | Brazilian reais | -0.25 | Cash, cash equivalents and financial investments | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | 596,185 | |
Foreign exchange rate risk | Brazilian reais | -0.25 | Other assets | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | 275,429 | |
Foreign exchange rate risk | Brazilian reais | -0.25 | Other liabilities | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | (561,211) | |
Foreign exchange rate risk | Brazilian reais | Probable scenario | Cash, cash equivalents and financial investments | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | (14,841) | |
Foreign exchange rate risk | Brazilian reais | Probable scenario | Other assets | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | (6,856) | |
Foreign exchange rate risk | Brazilian reais | Probable scenario | Other liabilities | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | 13,970 | |
Foreign exchange rate risk | Brazilian reais | +25 | Cash, cash equivalents and financial investments | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | (625,867) | |
Foreign exchange rate risk | Brazilian reais | +25 | Other assets | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | (289,142) | |
Foreign exchange rate risk | Brazilian reais | +25 | Other liabilities | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | 589,151 | |
Foreign exchange rate risk | Brazilian reais | +50 | Cash, cash equivalents and financial investments | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | (1,236,893) | |
Foreign exchange rate risk | Brazilian reais | +50 | Other assets | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Asset (Liability) at Fair Value | [1] | (571,427) | |
Foreign exchange rate risk | Brazilian reais | +50 | Other liabilities | |||
Foreign Currency Fair Value Hedge Derivative [Line Items] | |||
Foreign Currency Fair Value Hedge Liability (Asset) at Fair Value | [1] | $ 1,164,332 | |
[1]The positive and negative variations of 25% and 50% were applied on the rates in effect on June 30, 2022. |
Financial Instruments (Detail_5
Financial Instruments (Details 5 - Textuals) | 6 Months Ended |
Jun. 30, 2022 Number | |
Foreign Currency Fair Value Hedge Derivative [Line Items] | |
Minimum percentage of positive and negative variations in risk variable | 25% |
Maximum percentage of positive and negative variations in risk variable | 50% |
Foreign exchange rate risk | |
Foreign Currency Fair Value Hedge Derivative [Line Items] | |
Number of currencies | 2 |
Responsibilities and Commitme_2
Responsibilities and Commitments (Details Textuals) | 6 Months Ended | |
Jun. 30, 2022 | Aug. 02, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of lease facilities | 2 | |
Percentage of federal and state net tax benefits for payment upon agreement | 75% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - Embraer Aircraft Holding Inc. (“EAH”) - Loan Agreement [Member] | Aug. 01, 2022 USD ($) |
Subsequent Event [Line Items] | |
Aggregate Principal amount | $ 81,000,000 |
Interest rate | 4.89% |
Loan due payable, date | Aug. 01, 2023 |