Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 23, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EVE HOLDING, INC. | ||
Entity Central Index Key | 0001823652 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Tax Identification Number | 85-2549808 | ||
Entity File Number | 001-39704 | ||
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 Incorporation, State or Country Code | DE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 1,638 | ||
Auditor Firm ID | 185 | ||
Auditor Location | Miami, Florida | ||
Auditor Name | KPMG LLP | ||
Entity Common Stock, Shares Outstanding | 269,094,021 | ||
Amendment Description | Eve Holding, Inc. is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Original Report,” and collectively, the “Form 10-K”) solely to include as exhibits the required certifications of its Co-Chief Executive Officers and Chief Financial Officer, which were inadvertently omitted from the Original Report. No other changes have been made to the Original Report. | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | EVEX | ||
Security Exchange Name | NYSE | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock | ||
Trading Symbol | EVEXW | ||
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 49,146,063 | $ 14,376,523 |
Financial investments | 178,781,549 | 0 |
Related party receivables | 203,712 | 220,000 |
Related party loan | 82,650,375 | 0 |
Other current assets | 1,425,507 | 6,274,397 |
Total current assets | 312,207,206 | 20,870,920 |
Property, plant & equipment, net | 451,586 | 0 |
Right-of-use assets, net | 216,636 | 0 |
Capitalized software, net | 0 | 699,753 |
Total assets | 312,875,428 | 21,570,673 |
Current liabilities: | ||
Accounts payable | 2,097,097 | 877,641 |
Related party payables | 12,625,243 | 8,642,340 |
Derivative financial instruments | 3,562,500 | 32,226 |
Other payables | 6,648,171 | 616,156 |
Total current liabilities | 24,933,011 | 10,168,363 |
Other noncurrent payables | 1,020,074 | 702,921 |
Total liabilities | 25,953,085 | 10,871,284 |
Stockholders' Equity | ||
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 269,094,021 and 220,000,000 shares issued and outstanding on December 31, 2022 and December 31, 2021, respectively | 269,094 | 220,000 |
Additional paid-in capital | 503,661,571 | 53,489,579 |
Accumulated deficit | (217,008,322) | (42,977,964) |
Accumulated other comprehensive loss | 0 | (32,226) |
Total stockholders' equity | 286,922,343 | 10,699,389 |
Total liabilities and stockholders' equity | $ 312,875,428 | $ 21,570,673 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 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 | 269,094,021 | 220,000,000 |
Common stock, shares outstanding | 269,094,021 | 220,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses | |||
Research and development | $ (51,857,545) | $ (13,279,780) | $ (8,358,043) |
Selling, general and administrative | (32,855,959) | (4,898,942) | (1,233,876) |
New Warrants expenses | (104,776,230) | 0 | 0 |
Loss from operations | (189,489,734) | (18,178,722) | (9,591,919) |
Change in fair value of derivative liabilities | 9,547,500 | 0 | 0 |
Financial and foreign exchange gain/(loss), net | 6,844,856 | (77,147) | (34,023) |
Loss before income taxes | (173,097,378) | (18,255,869) | (9,625,942) |
Income tax expense | (932,980) | 0 | 0 |
Net loss | $ (174,030,358) | $ (18,255,869) | $ (9,625,942) |
Net loss per share basic | $ (0.68) | $ (0.08) | $ (0.04) |
Net loss per share diluted | $ (0.68) | $ (0.08) | $ (0.04) |
Weighted-average number of shares outstanding – basic | 254,131,038 | 220,000,000 | 220,000,000 |
Weighted-average number of shares outstanding – diluted | 254,131,038 | 220,000,000 | 220,000,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Comprehensive income | |||
Net loss | $ (174,030,358) | $ (18,255,869) | $ (9,625,942) |
Derivative financial instruments - cash flow hedge | 0 | (77,664) | 46,012 |
Total comprehensive loss | $ (174,030,358) | $ (18,333,533) | $ (9,579,930) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Separation-related adjustment | Retroactive application of recapitalization | Common Stock | Common Stock Retroactive application of recapitalization | Net parent investment | Net parent investment Retroactive application of recapitalization | Additional paid-in capital | Additional paid-in capital Separation-related adjustment | Additional paid-in capital Retroactive application of recapitalization | Accumulated deficit | Accumulated deficit Retroactive application of recapitalization | Accumulated other comprehensive loss | Accumulated other comprehensive loss Separation-related adjustment | Accumulated other comprehensive loss Retroactive application of recapitalization |
Equity at beginning of the period (in shares) at Dec. 31, 2019 | 0 | 220,000,000 | |||||||||||||
Equity at beginning of the period at Dec. 31, 2019 | $ (479,205) | $ 0 | $ 0 | $ 220,000 | $ (478,631) | $ 478,631 | $ 0 | $ 14,397,522 | $ 0 | $ (15,096,153) | $ (574) | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (9,625,942) | 0 | (9,625,942) | ||||||||||||
Other comprehensive income/(loss) | 46,012 | 46,012 | |||||||||||||
Contributions from Parent | 9,045,282 | 0 | 9,045,282 | ||||||||||||
Equity at end of the period (in shares) at Dec. 31, 2020 | 220,000,000 | ||||||||||||||
Equity at end of the period at Dec. 31, 2020 | (1,013,853) | $ 220,000 | 0 | 23,442,804 | 24,722,095 | 45,438 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (18,255,869) | $ 0 | $ 0 | 0 | (18,255,869) | 0 | |||||||||
Other comprehensive income/(loss) | (77,664) | (77,664) | |||||||||||||
Contributions from Parent | 30,046,775 | 30,046,775 | |||||||||||||
Equity at end of the period (in shares) at Dec. 31, 2021 | 220,000,000 | ||||||||||||||
Equity at end of the period at Dec. 31, 2021 | 10,699,389 | $ 220,000 | 53,489,579 | (42,977,964) | (32,226) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss | (174,030,358) | (174,030,358) | |||||||||||||
Reclassification of Public Warrants from liability to equity | 10,580,000 | 10,580,000 | |||||||||||||
Issuance of New Shares | 15,000,000 | $ 2,039 | 14,997,961 | ||||||||||||
Issuance of New Shares (in shares) | 2,039,353 | ||||||||||||||
Issuance of fully vested New Warrants | 104,776,230 | 104,776,230 | |||||||||||||
Issuance of common stock upon reverse recapitalization, net of fees | 315,326,717 | $ 43,392 | 315,283,325 | ||||||||||||
Issuance of common stock upon reverse recapitalization, net of fees (in shares) | 43,392,132 | ||||||||||||||
Issuance of restricted stock and restricted stock expense | 3,301,392 | $ 140 | 3,301,252 | ||||||||||||
Issuance of restricted stock and restricted stock expense (in shares) | 140,000 | ||||||||||||||
Exercise of warrants | 35,226 | $ 3,523 | 31,703 | ||||||||||||
Exercise of warrants (in shares) | 3,522,536 | ||||||||||||||
Other comprehensive income/(loss) | $ (32,226) | ||||||||||||||
Contributions from Parent | 732,776 | 732,776 | |||||||||||||
Share based payment with non-employees | 3,282,000 | 3,282,000 | |||||||||||||
Distribution to parent | (2,105,409) | (2,105,409) | |||||||||||||
Equity at end of the period (in shares) at Dec. 31, 2022 | 269,094,021 | ||||||||||||||
Equity at end of the period at Dec. 31, 2022 | $ 286,922,343 | $ (675,620) | $ 269,094 | $ 503,661,571 | $ (707,846) | $ (217,008,322) | $ 0 | $ 32,226 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (174,030,358) | $ (18,255,869) | $ (9,625,942) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Amortization of capitalized software | 0 | 107,931 | 9,056 |
Depreciation | 24,879 | 0 | 0 |
Non-cash lease expenses - amortization & interest | 8,914 | 0 | 0 |
Long-term incentive plan expense | 947 | 150,099 | (736) |
Stock-based compensation | 3,301,392 | 0 | 0 |
Warrants expenses | 98,537,955 | 0 | 0 |
Unrealized gains on financial investments | (3,431,924) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Other assets | 4,840,322 | (6,270,287) | (1,379) |
Related party receivables | 206,806 | (220,000) | 0 |
Accounts payable | 1,924,083 | 30,653 | 527,376 |
Related party payables | 2,872,871 | 8,642,340 | 0 |
Operating lease liabilities | (8,914) | 0 | 0 |
Other payables | 6,295,481 | 929,123 | 62,836 |
Net cash used in operating activities | (59,457,546) | (14,886,010) | (9,028,789) |
Cash flows from investing activities: | |||
Purchases of investment securities | (177,000,000) | 0 | 0 |
Related party loan | (81,000,000) | 0 | 0 |
Property, plant & equipment | (476,465) | 0 | 0 |
Net cash used in investing activities | (258,476,465) | 0 | 0 |
Cash flows from financing activities: | |||
Transfer from parent | 0 | 14,262,533 | 9,028,789 |
Capital contribution net of transaction costs reimbursed to Zanite | 369,830,250 | 15,000,000 | 0 |
Transaction Costs reimbursed to parent | (15,754,066) | 0 | 0 |
Distribution to parent, net | (1,372,633) | 0 | 0 |
Net cash provided by financing activities | 352,703,551 | 29,262,533 | 9,028,789 |
Increase in cash and cash equivalents | 34,769,540 | 14,376,523 | 0 |
Cash and cash equivalents at the beginning of the period | 14,376,523 | 0 | 0 |
Cash and cash equivalents at the end of the period | 49,146,063 | 14,376,523 | 0 |
Supplemental disclosure of other noncash investing and income taxes paid | |||
Additions to capitalized software transferred by parent | 0 | 784,241 | 16,494 |
Income tax paid | 970,253 | 0 | 0 |
Recognition of the operating assets ROU assets | 224,210 | 0 | 0 |
Recognition of the operating lease liabilities | $ (224,210) | $ 0 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Nature of Business | |
Organization and Nature of Business | 1 Organization and Nature of Business The Company and Nature of Business Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida, and 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 ( “ ”) electrical vertical take-off and landing (“eVTOL”) Business Combination On December 21, 2021, Zanite entered into a BCA with 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 former subsidiary of EAH, that was formed for purposes of conducting the UAM Business (as defined in the BCA). On May 9, 2022, in accordance with the BCA, the closing (the “Closing”) of the transactions contemplated by the BCA (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 Sub (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 $ 10.00 Upon Closing, all shares of Zanite Class A and Class B common stock were converted into, on a one-for-one Both ERJ and Zanite ’ “ Accounting Treatment of the Business Combination The Business Combination was accounted for as a reverse recapitalization, equivalent to the issuance of shares by Eve Sub for the net monetary assets of Zanite accompanied by a recapitalization. Accordingly, the consolidated assets, liabilities and results of operations of Eve Sub (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 Sub beginning on the Closing date. For accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Eve Sub. 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 Sub (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 Sub prior to the Business Combination; (ii) the combined results of Eve Sub and Zanite following the Closing ; (iii) the assets and liabilities of Eve Sub at their historical cost; and (iv) the Company’s equity structure for all periods presented. EAH did not lose control over Eve Sub 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 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 | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2 . Summary of Sign ifican t Accounting Policies Basis of Presentation Prior to the separation from ERJ, Eve Sub has historically operated as part of ERJ and not as a standalone company. F or periods as of and for the year ended December 31, 2021, and prior to December 31, 2021, the audited combined financial statements have been derived from ERJ and EAH historical accounting records and are presented on a carve-out basis ( “ Embraer ”) (i.e., from Eve Soluções de Mobilidade Aérea Urbana Ltda. ( “ ” ’ The audited combined financial statements as of and for the year ended December 31, 2021, and for periods prior to 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 Sub began accounting for its financial activities as an independent entity. The balances of Eve Brazil, a direct wholly-owned subsidiary of Eve, that were recorded in a foreign currency, were converted/translated into its functional currency, the US dollar, before being presented on the consolidated financial statements. ERJ started charging the UAM business related R&D and G&A expenses to Eve through the Master Service Agreement ( “ ” “ ” All intercompany transactions’ balances between Eve Sub and Eve Brazil “ ” Until the Closing date, the audited consolidated financial statements of Eve Sub reflect the assets, liabilities, and expenses that management determined to be specifically attributable to Eve Sub, 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 audited 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 Sub 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. Financing transactions related to Eve were accounted for as a component of Net Parent Investment in the audited consolidated balance sheets and as a financing activity on the accompanying audited consolidated statements of cash flows. The accompanying financial statements are presented in U.S. dollars, unless otherwise noted, 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 Sub’s inception in 2017 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 Sub were contributed by ERJ. No other assets or liabilities are evaluated to be attributable to Eve Sub, 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 Sub for a significant part of the expenses Eve Sub was previously carving out. As previously explained, only a minor portion of Eve’s expenses, comprised of general overhead expenses, were allocated to Eve in order to better present its results in a stand-alone basis. For additional discussion of 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 Business Combination was consummated ’s 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 twelve -month period ended December 31, 2022 balances were as follows: Separation-related adjustments As of December 31, Separation-Related As of January 1, 2021 Adjustment 2022 ASSETS Current assets: Cash and equivalents $ 14,376,523 $ (8 ) $ 14,376,515 Related party receivables 220,000 - 220,000 Other current assets 6,274,397 (8,567 ) 6,265,830 Total current assets 20,870,920 (8,575 ) 20,862,345 Capitalized software, net 699,753 (699,753 ) - Total assets $ 21,570,673 $ (708,328 ) $ 20,862,345 LIABILITIES AND NET PARENT EQUITY Current liabilities: Accounts payable 877,641 (718,232 ) 159,409 Related party payables 8,642,340 1,110,032 9,752,372 Derivative financial instruments 32,226 (32,226 ) - Other payables 616,156 (94,361 ) 521,795 Total current liabilities 10,168,363 265,213 10,433,576 Other noncurrent payables 702,921 (297,921 ) 405,000 Total liabilities 10,871,284 (32,708 ) 10,838,576 Net parent equity: Net parent investment 10,731,615 (707,846 ) 10,023,769 Accumulated other comprehensive loss (32,226 ) 32,226 - Total net parent equity 10,699,389 (675,620 ) 10,023,769 Total liabilities and net parent equity $ 21,570,673 $ (708,328 ) $ 20,862,345 Mana For periods ended as of or prior to December 31, 2021, the audited 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 also 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 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 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 audited consolidated 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 the warrants measurement, 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 of time deposits with financial institution (investment available in USD, in which a determined amount is invested for a period of time with a fixed interest rate) with maturity dates over 90 days, but less than 365 days. Fair Value Measurements Eve applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , which 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 receivables and payables, and other payables , except for the long-term incentive plan, advances from customers and the derivative financial instruments, 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, accounted for based on hedge accounting (see below) w as determined using the Level 2 or Level inputs . The fair value of the warrants was determined using Level 1 input except for certain warrants whose fair value was estimated based on Level 2 inputs. 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, 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 Property, plant & equipment, net Property, plant & equipment, net are stated at historical cost less accumulated depreciation. Eve depreciates property, plant and equipment on a straight line basis. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Leases The Company accounts for leases in accordance with ASC 842, Leases Expenses on the depreciation of the right-of-use asset are recognized as operating expenses in the statements of income for the year. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. Lease liabilities are measured at the present value of lease payments to be made during the lease term, which is measured based on the contract term and renewal options. Lease payments include fixed payments less any lease incentives received. Long-lived assets Long-live assets, which include capitalized software; property, plant & equipment; and right-to-use assets, are reviewed for impairment when events or changes in circumstance indicate that the carrying amount of the long-lived asset group 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 titled “O ther payable, ” with detail disclosed in Note 9 and the fair value is calculated based on the market price of the shares and recorded as “General and administrative” expenses in the audited consolidated statements of operations . During , 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 officers 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 with market conditions using the Monte Carlo ’s ’ Determining the grant date fair value of the awards using the Monte Carlo Stock price Vesting period — The estimate of the expected term of performance conditions is determined based on management’s best estimate of when the milestones will be achieved. As of May 9, 2022, milestones of certain tranches had already been met, thus, no estimation was necessary. Also, there are RSUs which becomes vested by the time certain market conditions are achieved (e.g., Eve reaches certain market capitalization established on RSUs contracts). Expected volatility — Since Eve’s stock has only been publicly traded on NYSE since May 2022, there is insufficient historical data on the volatility of Eve ’ and the expected volatility implied on the Company's public warrants traded on NYSE. 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. As of December 31, 2022, Eve has granted ten Stock Incentive Plan (Granted Tranches). Four of the Granted Tranches have performance conditions only, four two have For awards with market conditions, below are the following assumptions used in the fair value measurement: May 9, October 31, 2022 2022 Share Price (SO) - US$ $ 11.32 $ 10.58 Maturity Date 05/09/27 05/09/27 Time (T) - Years 4.98 4.50 Strike Price (X) $ - $ - Risk-free Rate (r) 2.95 % 4.05 % Volatility (σ) 47.17 % 51.91 % Dividend Yield (q) 0.00 % 0.00 % RSU Value (US$) $ 17.01 $ 15.93 Research and Development (R&D) R&D efforts are focused on design and development of our eVTOL, UATM and Service and Support projects to achieve manufacturing and commercial stage. Under U.S. GAAP, R&D costs are expensed as incurred and are primarily comprised of engineering services provided by related parties, 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. Effective January 1, 2022, ERJ started charging Eve Sub 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 from ERJ and EAH 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 December 31, 2021, Effective January 1, 2022, all selling, general and administrative expenses were incurred by Eve entities. Selling expenses consist of personnel expenses, including salaries, benefits, contractor and travel expenses aiming the UAM business development and to support our commercialization efforts. Expenses related to the Transaction Costs contributed by ERJ and EAH were also recognized as selling, general and administrative expenses. New Warrants Expenses Eve issued or agreed to issue warrants (New Warrants), to potential customers, financiers and suppliers. See more details in Note 10 as an operating expense (since Eve has no current revenue or binding contracts in place). No subsequent remeasurement is required since they are equity classified. 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 . 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 audited consolidated financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ and EAH consolidated financial statements. Eve accounts for uncertain income tax positions recognized in the audited 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 audited 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 Makers (“CODMs”). The CODMs, 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 vertical lift and 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 ERJ 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 Sub was operated within the ERJ 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. 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 0.01 and of which 2,722,536 shares of common stock of Eve were purchased on October 1, 2022, for an aggregate purchase price of $27,225 . 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. The effects of any incremental potential common stock are excluded from the calculation of loss per common stock if their effect would be anti-dilutive. Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Eve monitors the weighted average market price of its shares to assess if the outstanding liability classified warrants must be included as per the treasury stock method. The quantity of warrants is considered for the diluted earnings per share calculation to the extent they are “in-the-money” and their effect is 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 is 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 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 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 Recently issued accounting pronouncements not yet adopted There are no recent accounting pronouncements applicable to the Company pending adoption that the Company expects will have a material impact on our consolidated financial condition, results of operations, or cash flows. |
Cash and cash equivalents
Cash and cash equivalents | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents | |
Cash and cash equivalents | 3. Year Ended December 31, 2022 2021 Cash $ 14,446,534 $ 14,131,396 Cash equivalents - Private securities (i) 4,483,260 245,127 Fixed deposits (ii) 30,216,269 - Total $ 49,146,063 $ 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 4 Related Party Transactions Relationship with ERJ Prior to the Closing of the transaction with Zanite managed , operated , and funded by ERJ. Accordingly, certain shared costs have been allocated to Eve and reflected as expenses in Eve 's stand-alone audited consolidated financial statements. The expenses reflected in the audited consolidated financial statements may not be indicative of expenses that will be incurred by Eve in the future. a) Corporate costs 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, external audit, purchasing, human resources, legal, and facilities. Also includes UAM related to R&D expenses. 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. Effective January 1, 2022, ERJ started charging Eve Sub for R&D and selling, administrative services under the MSA and SSA, respectively (see more details below). Additionally, from January 1, 2022, until the Closing date, Eve kept carving-out certain corporate costs. After the Closing, ERJ, EAH and other related parties started charging Eve for the costs that benefited the Company. The charges include the amounts that were previously carved-out from January 1, 2022, until the Closing date, plus amounts incurred after the Closing date. The corporate allocated costs included in the audited consolidated statement of operations were $2,101,356 and $ 16,701,385 for the year ended December 31, 2022, ( specifically the period from January 1, 2022, through May 9, 2022), and were included into SG&A and R&D expenses for each of the year as follows: Year Ended December 31, 2022 2021 SG&A $ 1,422,063 $ 4,528,892 R&D 679,293 12,172,493 Total $ 2,101,356 $ 16,701,385 b) During the year ended December 31, 2022, and December 31, 2021, both ERJ and EAH paid for Transaction Costs attributable to the UAM business. The Transaction Costs include but are not limited to costs associated with lawyers, bankers, consulting and auditing services with the objective to effectuate the transaction with Zanite, as described in Note 1. Direct Transaction Costs were deferred to the extent permitted by the accounting standards by Eve. Transaction Costs not considered to be direct were expensed by Eve in the period incurred. Management analyzed the nature and timing of the costs to det ermine whether they were i) directly related to the carve-out structuring and reporting preparation, ii) directly related to the anticipated closing of the transaction with Zanite, or iii) weren’t related to either of the aforementioned (other). The Transaction Costs, in million of US$, were as follows: Period Carve-out related expenses Directly related to the transaction Other Total Total Transaction Costs $ 1.8 $ 6.3 $ 0.5 $ 8.6 Total Transaction Costs 0.6 15.1 0.0 15.7 Total Accumulated directly related T $ 2.4 $ 21.4 $ 0.5 $ 24.3 Of the Transaction Costs incurred in , $ million were deferred and recognized on the December 31, 2021 consolidated balance sheet as Other current assets (see Note ). The remainder, $ million, was recorded in the year ended December 31, 2021 consolidated statement of operation in Selling, general and administrative expense. The Transaction Costs total amount was reimbursed by Eve to ERJ and EAH upon Closing. The Transaction Costs reimbursed to Zanite amounted $22.2 million and c) Cash Management and Financing Eve is responsible for managing its own cash which was originally comprised of the $15.0 million of capital contribution made by ERJ in July 2021 upon the formation of the legal entity. Upon the Closing, Eve received approximately $355 million in cash. d) Master Service Agreement and Shared Service Agreement In connection with the transfer of the UAM Business to Eve Sub, ERJ and Eve Sub entered into a MSA and SSA on December 14, 2021. The initial terms for the MSA and SSA are 15 years 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, at Eve ’ 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 Sub entered into a MSA with Atech Negócios em Tecnologias S.A., a Brazilian corporation ( sociedade anônima years (the "Atech MSA") As of December 31, 2022, t 12,625,243 Fees and expenses in connection with the MSA are set to be payable within 45 45 and are recognized in the Related party payable caption. e) Related party receivables/payables 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 December 31, 2022, there is an outstanding related party receivable balance of $82,854,087 , ’ 12,625,243 which is mostly comprised of balances due to ERJ and Atech under the MSA f) Royalty-free licenses The agreements with ERJ also allow Eve to access royalty-free license to ERJ ’ g) Related party loan O the Company’s subsidiary, Eve Sub (the “Lender”), entered into a loan (the “Loan Agreement”) with EAH, the Company’s stockholder, 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 under the Loan Agreement shall be due and payable on August 1, 2023 In accordance with the Company’s Related Person Transactions Policy, on July 22, 2022, the Loan Agreement was unanimously approved by the Company’s independent directors. See below a summary of related party balances and the impacts on the results: Year Ended December 31, 2022 Year Ended December 31, 2021 Assets Liabilities Assets Liabilities ERJ $ 190,518 $ 11,347,799 $ 220,000 $ - EAH 82,650,375 655,519 - 8,642,340 Atech 13,194 136,036 - - Other related parties - 485,889 - - Total $ 82,854,087 $ 12,625,243 $ 220,000 $ 8,642,340 Operating expenses - Year Ended December 31, 2022 2021 2020 (i) ERJ $ 36,553,941 $ 495,742 $ - EAH 6,190,634 2,389,083 - Atech 2,931,572 613,603 - Other related parties 485,889 - - Total $ 46,162,036 $ 3,498,428 $ - (i) Eve expenses for 2020 were all carved-out from ERJ and EAH. Thus, no amounts were actually charged to Eve |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Property, plant and equipment consisted of the following: Year Ended December 31, 2022 2021 Development mockup $ 397,785 $ - Construction in progress ("CIP") 44,375 - Computer hardware 9,426 - Total $ 451,586 $ - The mockup was built to simulate the operation and design of Eve’s eVTOL, and also to simulate Depreciation and amortization expense of Property, plant and equipment and Right-of-use assets for the twelve months ended December 31, 2022, 33,495 and $ for the twelve months ended December 31, 2021. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets | |
Other Current Assets | 6. Other Current Assets Other current assets are comprised of the follo wing: Year Ended December 31, 2022 2021 Prepaid Directors & Officers insurance $ 1,292,317 $ - Income tax advance payments (i) 34,642 - Advances to employees 74,064 17,063 Other current assets 24,484 4,077 Deferred Transaction Cost (ii) - 6,253,257 Total $ 1,425,507 $ 6,274,397 (i) Refers to federal withholding taxes and recoverable income taxes. (ii) Refers to the deferral of the Transaction Costs as of December 31, 2021. After the Closing on May 9, 2022, the deferred Transaction Costs were either expensed or recorded as reduction of the proceeds raised from issuance of common stock. |
Capitalized software, net
Capitalized software, net | 12 Months Ended |
Dec. 31, 2022 | |
Capitalized software, net | |
Capitalized software, net | 7. Capitalized software, net is comprised of software licenses; the position and changes for the twelve month period ended December 31, 2022, and Capitalized software Cost Amortization (i) Total At December 31, 2019 $ 26,699 $ (10,694 ) $ 16,005 Additions 16,494 (9,056 ) 7,438 At December 31, 2020 $ 43,193 $ (19,750 ) $ 23,443 Additions 784,241 (107,931 ) 676,310 At December 31, 2021 827,434 ( ) 699,753 Legal entity separation-related adjustments (ii) (827,434 ) 127,681 (699,753 ) At December 31, 2022 $ - $ - $ - ( i ) The amortization effect is recorded in “General and administrative” in the audited 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 audited 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 MSA and SSA. Refer to Note 2 for further information on the change in the carve-out methodology. Effective fiscal year 2022, the amortization of the intangible assets that are used by the ERJ ’ |
Warrant liabilities
Warrant liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Warrant liabilities | |
Warrant liabilities | 8. 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 Public and Private Placement Warrants started 30 5 00 Each Private Placement Warrant entitles its holder to purchase one 30 The Private Placement Warrants have similar terms as the Public Warrants, except for the fact that the Public Warrants are redeemable by the Company for cash at a price of $ 0.01 18.00 three 0.01 Since the settlement amount depends solely on who holds the instrument, and this is not an input to the fair value of a fixed-for-fixed option or forward on equity shares, this provision causes the Private Placement Warrants to fail the indexation guidance of ASC 815 40 Refer to the Note 15 for more details regarding the measurement of all warrants. |
Other Payables
Other Payables | 12 Months Ended |
Dec. 31, 2022 | |
Other Payables | |
Other Payables | 9. Payables Other Payables are comprise d of the follo wing items : Year Ended December 31, 2022 2021 Provision for profit sharin g program (i) $ 2,508,143 $ 59,855 Accrued expenses (ii) 2,491,847 - Advances from customers (iii) 800,000 405,000 Accruals related to payroll (iv) 763,031 455,392 Social charges payable (v) 626,627 163,384 Other payable 300,738 52,405 Long-term incentive (vi) 177,859 183,041 Total $ 7,668,245 $ 1,319,077 Current portion $ 6,648,171 $ 616,156 Non-current portion $ 1,020,074 $ 702,921 (i) Refers to accruals payable to the employees under the profit sharing programs. (ii) Accruals for services received from third parties whose invoices were not received. (iii) Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. (iv) Refers to accruals related to personnel obligations recorded in the financial statements, including mainly vacation expenses and other minor expenses. (v) Refers to social charges and taxes applicable in relation to personnel compensation. (vi) These represent the ERJ ’ |
Stockholders equity
Stockholders equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders’ equity | |
Stockholders’ equity | 10. Stockholders’ equity The 269,094,021 220,000,000 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 December 31, 2022, Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. No dividends on common stock have been declared by the Company’s board of directors through December 31, 2022 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. United Subscription In September 2022 2,039,353 15,000,000 The terms of the United Subscription Agreement are substantially similar to other Subscription Agreements signed by Eve. Concurrently with the execution of the United Subscription Agreement, the Company and United also entered into the United Warrant Agreement, pursuant to which, at or promptly following the closing of the United Investment, the Company issued to United warrants to acquire up to 2,722,536 0.01 All 2,722,536 warrants were exercised by United on October 6, 2022. 2,722,536 0.01 Still in September 2022, United entered into a lock-up agreement with the Company, pursuant to which United will be restricted from transferring the new warrants issued to it at or promptly following the closing of the United Investment, as well as the shares of common stock issuable upon the exercise of such new warrants, until the date that is: (i) with respect to one of the two new warrants to acquire 680,634 shares of common stock, six months after the closing of the United Investment; (ii) with respect to the new warrant to acquire 1,361,268 shares of common stock, nine months after the closing of the United Investment; and (iii) with respect to the second new warrant to acquire 680,634 shares of common stock, twelve months after the closing of the United Investment. 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 underlyin g N ew 37,572,536 (i) For more details about the 2022 Public Warrants Each Public Warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our common stock. The Public Warrants became exercisable 30 days after the Closing ( i.e. 0.01 Upon the Closing, all shares of Zanite Class A and Class B common stock were converted into, on a one-for-one ’ Thus, the amount of $10,580,000 related to the Public Warrants were reclassified from liability to equity. 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"), including United, pursuant to which, and subject to the terms and conditions of each applicable warrant agreement, the Company has issued or has agreed to issue to the Strategic PIPE Investors warrants (the "New Warrants") to purchase an aggregate amount of (i) 24,095,072 shares of common stock with an exercise price of $ 0.01 New Warrants for 29,272,536 11,822,536 For the New Warrants subject to certain triggering events, the issuance and vesting of such warrants occurs upon the 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 ERJ 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 ’ 200 ’ certain Strategic Investor, (g) the mutual agreement to continue to collaborate beyond December 31, 2022, with a certain Strategic Investor, (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 and (i) signature of services and support agreements). The New Warrants issuable pursuant to the Strategic 0.01 Strategic Because the cash received for the common shares and New Warrants is significantly different from their fair value Terms related to the issuance and exercisability of the New Warrants differ among the Strategic PIPE Investors, and each New Warrant is independently exercisable such that the exercise of any individual warrant does not depend on the exercise of another. As such, Management has concluded that all New Warrants meet the criteria to be legally detachable and separately exercisable and therefore freestanding. The New Warrants were classified, measured and recognized as an expense, by the Company as follows: (a) Potential lender/financier : The New Warrants issued to potential lender/financier counterparties, which do not contain exercise contingencies, were determined to be within the scope of ASC 815 and equity-classified with the fair value at the issuance date recognized as New Warrants expense. As long as these warrants continue to be classified as equity, subsequent changes in fair value are not recognized. (b) Potential customers : The New Warrants issued or issuable to potential customers of Eve were determined to be within the scope of ASC 718 for classification and measurement and ASC 606, Revenue from Contracts with Customers, for recognition. Under ASC 718, they were determined to be equity-classified two (c) Potential suppliers : The New Warrants issued or issuable to potential suppliers of Eve, which are subject to the satisfaction of certain specified conditions, are accounted for as non-employee awards under ASC 718 The Company’s New Warrants were measured at fair value on the respective grant dates (May 9, 2022 and September 1, 2022). The New Warrants with an exercise price of $ 0.01 0.01 15 The Company used a modified Black-Scholes model to value the New Warrants with an exercise price of $15.00. May 9 , Market Warrants with exercise price of $ 15.00 2022 Share Price (S 0 $ 11.32 Maturity Date 12/31/2025 Time (T) - Years 3.63 Strike Price (X) $ 15.00 Risk-free Rate (r) 2.85 % Volatility (σ) 7.93 % Dividend Yield (q) 0.00 % Warrant Value $ 0.11 Forfeitures of New Warrants within the scope of ASC 718, granted to non-employees, are estimated by the Company and reviewed when circumstances change. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 11 uments As discussed in Note 2, Change in carve-out methodology section, derivative financial instrument previously carved-out was not contributed to Eve. Additionally, until December 31, 2022, Eve has not contracted any derivative financial instrument for hedge purposes. 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, 2022, the fair value of derivative financial instrument, which were exclusively Private Placement Warrants, was recognized as a liability in the amount of U.S.$3,562,500. As of December 31, 2021 1,745,687 5.2000 9,077,572 1,745,687 6.1256 10,693,380 . 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 audited 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 a in the amount of U. S.$32,226 . 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) For The Year Ended December 31, 2022 Zero-cost collar $ - General and administrative $ - For The Year Ended December 31, 2021 Zero-cost collar $ (77,664) General and administrative $ - For The Year Ended December 31, 2020 Zero $ 46,012 General and administrative $ - |
Research and Development
Research and Development | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development | |
Research and Development | 12. Research and Development R&D expenses are comprised of t he f ollowing Year Ended December 31, 2022 2021 2020 Outsourced service (i) $ 44,719,065 $ 5,100,980 $ 1,241,479 Employees’ compensation 6,559,500 7,278,999 4,833,957 Other expenses 494,118 789,305 2,242,640 Travel & entertainment 84,862 110,496 39,967 Total $ 51,857,545 $ 13,279,780 $ 8,358,043 (i) Out of $ 44,719,065 , for the twelve months ended December 31, 2022, $ 38,588,166 was charged under the MSA contract (refer to Note 4 ). |
Selling, general and administra
Selling, general and administrative | 12 Months Ended |
Dec. 31, 2022 | |
Selling, general and administrative | |
Selling, general and administrative | 13 adm inistrative Selling, general and administrative expenses are comprised of the follow ing items: Year Ended December 31, 2022 2021 2020 Outsourced s ervice (i) $ 13,553,800 $ 504,108 $ 287,584 Employees’ compensation 9,099,169 1,346,317 783,023 Transaction Costs 6,190,634 2,389,083 - Director & Officers insurance 2,584,720 - - Other expenses 1,418,749 552,296 149,211 Depreciation/amortization 8,887 107,138 14,058 Total $ 32,855,959 $ 4,898,942 $ 1,233,876 (i) Out of $13,553,800, for the twelve months ended December 31, 2022, $897,346 was charged under the SSA contract for the twelve months ended December 31, 2022 (refer to Note 4). |
Share-based payments
Share-based payments | 12 Months Ended |
Dec. 31, 2022 | |
Share-based payments | |
Share-based payments | 14 Eve’s 2022 Stock Incentive Plan consists of granting its employees, management, and officers restricted stock units (RSUs) of the Company ’ Number of Shares Weighted Average Grant Price Weighted Average Requisite Period Granted on May 9, 2022 687,235 14.08 2.84 Granted 489,937 13.62 3.21 Vested (140,000 ) 11.32 0.00 Forfeited (120,000 ) 11.32 0.00 Outstanding as of December 31, 2022 917,172 Convertible as of December 31, 2022 - All expenses related to share-based plans impacted the results as follows: Year Ended December 31, 2022 2021 Selling, general and administrative $ 3,176,460 $ - Research and development 124,932 - Total 2022 Stock Incentive Plan expense $ 3,301,392 $ - The total tax benefits related to the 2022 Stock Incentive Plan for the current year was $137,465. |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair value measurement | |
Fair value measurement | 15. Fair value measurement The following table lists the Company’s financial assets and liabilities by level within the fair value hierarchy. The Company’s assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. During the twelve months ended December 31, 2022, there were no changes in the fair value methodology of the financial instruments and, therefore, there were no transfers between levels. Year Ended December 31, 2022 Level 1 Level 2 Fair Value Book Value Liabilities Derivative financial instruments (i) - (3,562,500 ) (3,562,500 ) (3,562,500 ) $ - $ (3,562,500 ) $ (3,562,500 ) $ (3,562,500 ) (i) Refers to the Private Placement Warrants. Year Ended December 31, 2021 Level 1 Level 2 Fair Value Book Value Liabilities Derivative financial instruments - (32,226 ) (32,226 ) (32,226 ) $ - $ (32,226 ) $ (32,226 ) $ (32,226 ) The fair value of the Private Placement Warrants and the New Warrants with an exercise price of $11.50 was estimated based on the Eve’s Public Warrants fair value on May 9, 2022, since they have similar key terms. The change in the fair value of the Private Placement Warrants from the Closing date until December 31, 2022: Private Placement Warrants Balance as of December 31, 2021 $ - Change in fair value - Balance as of M ay 9, 2022 $ 13,110,000 Change in fair value ( ) Balance as of December 31, 2022 $ 3,562,500 The Public Warrants were remeasured at fair value as of the Closing date and reclassified to equity. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Segment Information | 16 Segment Information The information provided to the CODMs is as follows: Year Ended December 31, 2022 2021 2020 eVTOL $ (42,892,901 ) $ ( ) $ (7,583,456 ) UATM Research and development expenses (7,032,154 ) ( ) (774,587 ) Service and Support (1,932,490 ) - - Total allocated expenses (51,857,545 ) (13,279,780 ) (8,358,043 ) Unallocated amounts Selling, general and administrative/New Warrants expenses (137,632,189 ) (4,898,942 ) (1,233,876 ) Loss from operations $ (189,489,734 ) $ (18,178,722 ) $ (9,591,919 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 17. Income Taxes Loss before income taxes consisted of the following: 2022 2021 2020 United States $ (174,747,260 ) $ (6,481,431 ) $ (1,742,747 ) International 1,649,882 (11,774,438 ) (7,883,195 ) Total $ (173,097,378 ) $ (18,255,869 ) $ (9,625,942 ) Income taxes consisted of the following: United States State and local Brazil Total Valuation allowance Total 2022 Current $ - $ - $ 932,980 $ 932,980 $ - $ 932,980 Deferred ( 25,625,749 ) 53,875,077 ( 277,414 ) 27,971,914 (27,971,914) - 2021 Current - - - - - - Deferred ( 309,318,015 ) ( 85,682,832 ) ( 3,929,123 ) ( 398,929,970 ) 398,929,970 - 2020 Current - - - - - - Deferred $ (374,301 ) $ (87,114 ) $ (2,680,556 ) $ (3,141,971 ) $ 3,141,971 $ - A reconciliation of the statutory U.S. federal tax rate and our effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Statutory U.S. federal tax rate 21.00 % 21.00 % 21.00 % State and local taxes (31.12 )% 5.50 % 5.00 % Reserves 0.00 % 0.00 % 0.00 % Permanent differences ( )% ( )% 0.00 % Foreign rate differential (0.14 )% 8.23 % 11.00 % Intangibles 0.74 % (2,145.16 )% 0.00 % Other 6.54 % 0.00 % 0.00 % Valuation allowance 16.16 % 2,113.18 (37.00 )% Effective tax rate (0.53 ) 0.00 % 0.00 % The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following: Year Ended December 31, 2022 2021 Deferred tax assets: Intangibles $ 329,958,033 $ 391,617,310 Net operating losses 37,549,858 14,614,700 Research and Experimental 12,523,243 - Federal R&D Credit 351,985 351,985 Accrued benefits 1,916,438 64,178 Other (301,857 ) - Uncertain Tax Position - R&D Reserve ( 70,397 ) ( 70,397 ) Total deferred tax assets 381,927,303 406,577,776 Less valuation allowance (381,927,303 ) (406,577,776 ) Net deferred tax assets $ - $ - In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Eve considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is not more likely than not that the Company will realize the benefits of its deductible differences. The valuation allowance decreased $24,650,473 during the year ended December 31, 2022, primarily due to the decrease of tax basis in the assets of the Company created in the Pre-Closing Restructuring. Eve has no history of tax audits, nevertheless the Company believes it has provided adequate reserves for all tax deficiencies or reductions in tax benefits that could result from federal, state and foreign tax audits. Eve regularly assesses the likely outcomes of these audits in order to determine the appropriateness of Eve’s tax provision. The Company’s operating results and related tax positions are a component of either a legal entity and/or a larger group of entities that file tax returns. The Company has no unrecognized tax benefits as of December 31, 2022, and 2021. Eve will recognize interest and penalties, if any, related to uncertain tax positions in income tax expenses. As of December 31, 2022, and 2021 no The net operating losses for 2022 and 2021 were generated mainly due to expenditures with R&D projects of the UAM Business, administrative expenses to support the R&D process, and th e step-up amortization. U In preparation for the business combination with Zanite, later renamed Eve Holdings Inc., ERJ, EAH and Eve Sub . Since immediately after the contribution of the Eve Sub units into EAH, ERJ did not control more than 80% of all classes of stock of EAH, the contribution of assets was treated as a taxable transaction which gave rise to a step-up in the value of such assets . The step-up of the assets was only recognized for US federal income tax purposes and will not be booked in the Company’s financial statements. Thus, a temporary difference exists and a deferred tax asset ( “ ” In order to deal with the effects of the step-up, EAH and the Company entered into a customary TRA , and a TSA. The TSA generally applies if EAH and the Company are members of the same consolidated group, as defined under the Code. Under the Code, two corporations may form a consolidated tax group, and file a consolidated federal income tax return, if one corporation owns stock representing at least 80% of the voting power and value of the outstanding capital stock of the other corporation. The TSA governs certain matters related to the resulting consolidated federal income tax returns, as well as state and local returns filed on a consolidated or combined basis. Generally, the consolidated group’s parent would be liable for the income taxes of the group members (including the Company), rather than the Company being required to pay such income taxes itself. (the “EAH Consolidated Group”), the TSA requires the Company to make payments to EAH equal to the tax liability it would have had had it been outside of the consolidated group. For periods in which the Company’s inclusion in the EAH Consolidated Group decreases the tax liability of the EAH Consolidated Group, tax benefits generated by the Company that are realized by EAH will be recorded in an off-book register and will apply to offset future payments due from the Company to EAH under the TSA. If any tax benefits that have accumulated during the period in which the Company is a member of the EAH Consolidated Group have not been applied to offset payments under the TSA at the time the Company ceases to be a member of the EAH Consolidated Group, such uncompensated tax benefits can be used to offset amounts payable by the Company to EAH under the TRA. For purposes of determining the amount of payments required to be made by the Company pursuant to the foregoing, and for determining the extent to which tax benefits generated by the Company that are realized by the EAH Consolidated Group may offset future payments under the TSA or the TRA , the TSA will generally disregard 75% of the tax benefits arising from tax basis in the assets of the Company created in the Pre-Closing Restructuring , consistent with the agreed sharing percentages for such tax savings under the TRA if the Company were not a member the EAH Consolidated Group. Since EAH beneficially owns, directly and indirectly, more than 80% of the outstanding shares of Eve Holding common stock, EAH and Eve Holding are expected to be members of the same consolidated tax group. Under the TSA, EAH will benefit from the anticipated future tax losses generated by the Company but will only credit these amounts against future liabilities owed by the Company. Based on terms of the TSA, no tax benefits would accrue to the Company based on a pro forma calculation of the Company’s stand-alone tax return and therefore no benefit has been assumed in the consolidated financial information. As such, no pro forma adjustment related to the TSA is necessary. Once the Company begins to generate taxable profits, amounts owed by the Company to EAH under the TSA will be offset and reduced by prior losses generated by the Company for which EAH had received a benefit. The Company concluded that these agreements do not have impacts to the audited consolidated financial statements as of December 31, 2022. |
Earnings per share
Earnings per share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share | |
Earnings per share | 18 er share 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 share s held in Treasury. Year Ended December 31, 2022 2021 2020 Net loss $ (174,030,358 ) $ (18,255,869 ) $ (9,625,942 ) Net loss per share basic and diluted ( ) (0.08 ) (0.04) Weighted-average number of shares outstanding - basic and diluted 254,131,038 220,000,000 220,000,000 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 December 31, 2022, The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share: Year Ended December 31, 2022 Unvested restricted stock units 917,712 Penny warrants subject to triggering events 14,172,536 Warrants "out of the money" 42,750,000 Total 57,840,248 |
Comprehensive income
Comprehensive income | 12 Months Ended |
Dec. 31, 2022 | |
Comprehensive income | |
Comprehensive income | 19. income The accumulated balances for cash flow hedges in accumulated other comprehensive income/(loss) are as follows: Cash flow hedges Balance as of December 31, 2019 $ (574 ) Other comprehensive loss before reclassifications ( 10,750 ) Amount reclassified from AOCI 56,762 Balance as of December 31, 2020 $ 45,438 Other comprehensive loss before reclassifications ( ) Amount reclassified from AOCI ( ) Balance as of December 31, 2021 $ ( ) Separation-related adjustment 32,226 Balances as of December 31, 2022 $ - The comprehensive income/(loss) amounts do not have tax effects. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 20. Commitments On August 2, 2021, Eve After assessing the terms of the agreement, Management concluded that the lease term has not commenced as of December 31, 2022. Thus, no assets or liabilities were recognized. Company also entered into the TRA and the TSA at the Closing. See more details in Note 17. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 21 On January 23, 2023, Eve Brazil entered into a loan agreement (the “Loan Agreement”) with BNDES, pursuant to which BNDES agreed to grant two lines of credit to Eve Brazil, with an aggregate amount of R$490.00 million (approximately U.S.$95.25 million), to support the first phase of the development of the Company’ s eVTOL project.. The first line of credit, in the amount of R$80.00 million (approximately U.S.$15.55 million), will be granted in Brazilian reais by Fundo Nacional Sobre Mudança Climática (“FNMC”), a BNDES fund that supports businesses focused on mitigating climate change and reducing carbon emissions, and will be subject to an interest rate of 4.55% per year. The second line of credit, in the amount of R$410.00 million (approximately U.S.$79.70 million), will be granted in U.S. dollars, as adjusted on a daily basis by the U.S. dollar sale rate published by the Central Bank of Brazil as the (PTAX) rate within 36 The Loan Agreement provides that the availability of such lines of credit is subject to BNDES’s rules and regulations and, in the case of the first line of credit, FNMC’s budget and, in the case of the second line of credit, BNDES’s financing program (which is subject to funding by the Conselho Monetário Nacional, Brazil’s National Monetary Council). Additionally, the Loan Agreement provides that the borrowing of any amount under these lines of credit is subject to certain conditions, including, among others, the promulgation of a new law (which condition only applies to the first line of credit), the receipt by BNDES of a guarantee from an acceptable financial institution, absence of any facts that would have a material adverse effect on the economic or financial condition of Eve Brazil, and approval of the project by the applicable environmental entities. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation Prior to the separation from ERJ, Eve Sub has historically operated as part of ERJ and not as a standalone company. F or periods as of and for the year ended December 31, 2021, and prior to December 31, 2021, the audited combined financial statements have been derived from ERJ and EAH historical accounting records and are presented on a carve-out basis ( “ Embraer ”) (i.e., from Eve Soluções de Mobilidade Aérea Urbana Ltda. ( “ ” ’ The audited combined financial statements as of and for the year ended December 31, 2021, and for periods prior to 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 Sub began accounting for its financial activities as an independent entity. The balances of Eve Brazil, a direct wholly-owned subsidiary of Eve, that were recorded in a foreign currency, were converted/translated into its functional currency, the US dollar, before being presented on the consolidated financial statements. ERJ started charging the UAM business related R&D and G&A expenses to Eve through the Master Service Agreement ( “ ” “ ” All intercompany transactions’ balances between Eve Sub and Eve Brazil “ ” Until the Closing date, the audited consolidated financial statements of Eve Sub reflect the assets, liabilities, and expenses that management determined to be specifically attributable to Eve Sub, 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 audited 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 Sub 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. Financing transactions related to Eve were accounted for as a component of Net Parent Investment in the audited consolidated balance sheets and as a financing activity on the accompanying audited consolidated statements of cash flows. The accompanying financial statements are presented in U.S. dollars, unless otherwise noted, 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 Sub’s inception in 2017 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 Sub were contributed by ERJ. No other assets or liabilities are evaluated to be attributable to Eve Sub, 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 Sub for a significant part of the expenses Eve Sub was previously carving out. As previously explained, only a minor portion of Eve’s expenses, comprised of general overhead expenses, were allocated to Eve in order to better present its results in a stand-alone basis. For additional discussion of 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 Business Combination was consummated ’s 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 twelve -month period ended December 31, 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 assets: Cash and equivalents $ 14,376,523 $ (8 ) $ 14,376,515 Related party receivables 220,000 - 220,000 Other current assets 6,274,397 (8,567 ) 6,265,830 Total current assets 20,870,920 (8,575 ) 20,862,345 Capitalized software, net 699,753 (699,753 ) - Total assets $ 21,570,673 $ (708,328 ) $ 20,862,345 LIABILITIES AND NET PARENT EQUITY Current liabilities: Accounts payable 877,641 (718,232 ) 159,409 Related party payables 8,642,340 1,110,032 9,752,372 Derivative financial instruments 32,226 (32,226 ) - Other payables 616,156 (94,361 ) 521,795 Total current liabilities 10,168,363 265,213 10,433,576 Other noncurrent payables 702,921 (297,921 ) 405,000 Total liabilities 10,871,284 (32,708 ) 10,838,576 Net parent equity: Net parent investment 10,731,615 (707,846 ) 10,023,769 Accumulated other comprehensive loss (32,226 ) 32,226 - Total net parent equity 10,699,389 (675,620 ) 10,023,769 Total liabilities and net parent equity $ 21,570,673 $ (708,328 ) $ 20,862,345 Mana For periods ended as of or prior to December 31, 2021, the audited 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 also 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 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 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 audited consolidated 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 the warrants measurement, 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 of time deposits with financial institution (investment available in USD, in which a determined amount is invested for a period of time with a fixed interest rate) with maturity dates over 90 days, but less than 365 days. |
Fair Value Measurements | Fair Value Measurements Eve applies the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurement , which 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 receivables and payables, and other payables , except for the long-term incentive plan, advances from customers and the derivative financial instruments, 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, accounted for based on hedge accounting (see below) w as determined using the Level 2 or Level inputs . The fair value of the warrants was determined using Level 1 input except for certain warrants whose fair value was estimated based on Level 2 inputs. |
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, 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 Property, plant & equipment, net Property, plant & equipment, net are stated at historical cost less accumulated depreciation. Eve depreciates property, plant and equipment on a straight line basis. Expenditures for major renewals and betterments are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Leases The Company accounts for leases in accordance with ASC 842, Leases Expenses on the depreciation of the right-of-use asset are recognized as operating expenses in the statements of income for the year. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The incremental borrowing rate is the rate of interest the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments for a term similar to the lease term in a similar economic environment as the lease. Lease liabilities are measured at the present value of lease payments to be made during the lease term, which is measured based on the contract term and renewal options. Lease payments include fixed payments less any lease incentives received. Long-lived assets Long-live assets, which include capitalized software; property, plant & equipment; and right-to-use assets, are reviewed for impairment when events or changes in circumstance indicate that the carrying amount of the long-lived asset group 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 titled “O ther payable, ” with detail disclosed in Note 9 and the fair value is calculated based on the market price of the shares and recorded as “General and administrative” expenses in the audited consolidated statements of operations . During , 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 officers 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 with market conditions using the Monte Carlo ’s ’ Determining the grant date fair value of the awards using the Monte Carlo Stock price Vesting period — The estimate of the expected term of performance conditions is determined based on management’s best estimate of when the milestones will be achieved. As of May 9, 2022, milestones of certain tranches had already been met, thus, no estimation was necessary. Also, there are RSUs which becomes vested by the time certain market conditions are achieved (e.g., Eve reaches certain market capitalization established on RSUs contracts). Expected volatility — Since Eve’s stock has only been publicly traded on NYSE since May 2022, there is insufficient historical data on the volatility of Eve ’ and the expected volatility implied on the Company's public warrants traded on NYSE. 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. As of December 31, 2022, Eve has granted ten Stock Incentive Plan (Granted Tranches). Four of the Granted Tranches have performance conditions only, four two have For awards with market conditions, below are the following assumptions used in the fair value measurement: May 9, October 31, 2022 2022 Share Price (SO) - US$ $ 11.32 $ 10.58 Maturity Date 05/09/27 05/09/27 Time (T) - Years 4.98 4.50 Strike Price (X) $ - $ - Risk-free Rate (r) 2.95 % 4.05 % Volatility (σ) 47.17 % 51.91 % Dividend Yield (q) 0.00 % 0.00 % RSU Value (US$) $ 17.01 $ 15.93 |
Research and Development (R&D) | Research and Development (R&D) R&D efforts are focused on design and development of our eVTOL, UATM and Service and Support projects to achieve manufacturing and commercial stage. Under U.S. GAAP, R&D costs are expensed as incurred and are primarily comprised of engineering services provided by related parties, 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. Effective January 1, 2022, ERJ started charging Eve Sub 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 from ERJ and EAH 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 December 31, 2021, Effective January 1, 2022, all selling, general and administrative expenses were incurred by Eve entities. Selling expenses consist of personnel expenses, including salaries, benefits, contractor and travel expenses aiming the UAM business development and to support our commercialization efforts. Expenses related to the Transaction Costs contributed by ERJ and EAH were also recognized as selling, general and administrative expenses. |
New Warrants expenses | New Warrants Expenses Eve issued or agreed to issue warrants (New Warrants), to potential customers, financiers and suppliers. See more details in Note 10 as an operating expense (since Eve has no current revenue or binding contracts in place). No subsequent remeasurement is required since they are equity classified. |
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 . 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 audited consolidated financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ and EAH consolidated financial statements. Eve accounts for uncertain income tax positions recognized in the audited 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 audited 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 Makers (“CODMs”). The CODMs, 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 vertical lift and 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 ERJ 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 Sub was operated within the ERJ 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. |
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 0.01 and of which 2,722,536 shares of common stock of Eve were purchased on October 1, 2022, for an aggregate purchase price of $27,225 . 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. The effects of any incremental potential common stock are excluded from the calculation of loss per common stock if their effect would be anti-dilutive. Contingently issuable shares, including equity awards with performance conditions, are considered outstanding common shares and included in basic net loss per share as of the date that all necessary conditions to earn the awards have been satisfied. Eve monitors the weighted average market price of its shares to assess if the outstanding liability classified warrants must be included as per the treasury stock method. The quantity of warrants is considered for the diluted earnings per share calculation to the extent they are “in-the-money” and their effect is 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 is 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 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 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 |
Recently issued accounting pronouncements not yet adopted | Recently issued accounting pronouncements not yet adopted There are no recent accounting pronouncements applicable to the Company pending adoption that the Company expects will have a material impact on our consolidated financial condition, results of operations, or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Separation-related adjustments | As of December 31, Separation-Related As of January 1, 2021 Adjustment 2022 ASSETS Current assets: Cash and equivalents $ 14,376,523 $ (8 ) $ 14,376,515 Related party receivables 220,000 - 220,000 Other current assets 6,274,397 (8,567 ) 6,265,830 Total current assets 20,870,920 (8,575 ) 20,862,345 Capitalized software, net 699,753 (699,753 ) - Total assets $ 21,570,673 $ (708,328 ) $ 20,862,345 LIABILITIES AND NET PARENT EQUITY Current liabilities: Accounts payable 877,641 (718,232 ) 159,409 Related party payables 8,642,340 1,110,032 9,752,372 Derivative financial instruments 32,226 (32,226 ) - Other payables 616,156 (94,361 ) 521,795 Total current liabilities 10,168,363 265,213 10,433,576 Other noncurrent payables 702,921 (297,921 ) 405,000 Total liabilities 10,871,284 (32,708 ) 10,838,576 Net parent equity: Net parent investment 10,731,615 (707,846 ) 10,023,769 Accumulated other comprehensive loss (32,226 ) 32,226 - Total net parent equity 10,699,389 (675,620 ) 10,023,769 Total liabilities and net parent equity $ 21,570,673 $ (708,328 ) $ 20,862,345 |
Schedule of Restricted Stock Units (“RSUs”), valuation assumptions | May 9, October 31, 2022 2022 Share Price (SO) - US$ $ 11.32 $ 10.58 Maturity Date 05/09/27 05/09/27 Time (T) - Years 4.98 4.50 Strike Price (X) $ - $ - Risk-free Rate (r) 2.95 % 4.05 % Volatility (σ) 47.17 % 51.91 % Dividend Yield (q) 0.00 % 0.00 % RSU Value (US$) $ 17.01 $ 15.93 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | Year Ended December 31, 2022 2021 Cash $ 14,446,534 $ 14,131,396 Cash equivalents - Private securities (i) 4,483,260 245,127 Fixed deposits (ii) 30,216,269 - Total $ 49,146,063 $ 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) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Schedule of corporate costs from transactions with related party | Year Ended December 31, 2022 2021 SG&A $ 1,422,063 $ 4,528,892 R&D 679,293 12,172,493 Total $ 2,101,356 $ 16,701,385 |
Schedule of related party transactions costs | Period Carve-out related expenses Directly related to the transaction Other Total Total Transaction Costs $ 1.8 $ 6.3 $ 0.5 $ 8.6 Total Transaction Costs 0.6 15.1 0.0 15.7 Total Accumulated directly related T $ 2.4 $ 21.4 $ 0.5 $ 24.3 |
Schedule of Related Party Transactions | Year Ended December 31, 2022 Year Ended December 31, 2021 Assets Liabilities Assets Liabilities ERJ $ 190,518 $ 11,347,799 $ 220,000 $ - EAH 82,650,375 655,519 - 8,642,340 Atech 13,194 136,036 - - Other related parties - 485,889 - - Total $ 82,854,087 $ 12,625,243 $ 220,000 $ 8,642,340 Operating expenses - Year Ended December 31, 2022 2021 2020 (i) ERJ $ 36,553,941 $ 495,742 $ - EAH 6,190,634 2,389,083 - Atech 2,931,572 613,603 - Other related parties 485,889 - - Total $ 46,162,036 $ 3,498,428 $ - |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Schedule of Property, plant and equipment | Year Ended December 31, 2022 2021 Development mockup $ 397,785 $ - Construction in progress ("CIP") 44,375 - Computer hardware 9,426 - Total $ 451,586 $ - |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets | |
Schedule of Other Current Assets | Year Ended December 31, 2022 2021 Prepaid Directors & Officers insurance $ 1,292,317 $ - Income tax advance payments (i) 34,642 - Advances to employees 74,064 17,063 Other current assets 24,484 4,077 Deferred Transaction Cost (ii) - 6,253,257 Total $ 1,425,507 $ 6,274,397 (i) Refers to federal withholding taxes and recoverable income taxes. (ii) Refers to the deferral of the Transaction Costs as of December 31, 2021. After the Closing on May 9, 2022, the deferred Transaction Costs were either expensed or recorded as reduction of the proceeds raised from issuance of common stock. |
Capitalized software, net (Tabl
Capitalized software, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Capitalized software, net | |
Schedule of Capitalized Software, Net | Capitalized software, net is comprised of software licenses; the position and changes for the twelve month period ended December 31, 2022, and Capitalized software Cost Amortization (i) Total At December 31, 2019 $ 26,699 $ (10,694 ) $ 16,005 Additions 16,494 (9,056 ) 7,438 At December 31, 2020 $ 43,193 $ (19,750 ) $ 23,443 Additions 784,241 (107,931 ) 676,310 At December 31, 2021 827,434 ( ) 699,753 Legal entity separation-related adjustments (ii) (827,434 ) 127,681 (699,753 ) At December 31, 2022 $ - $ - $ - ( i ) The amortization effect is recorded in “General and administrative” in the audited 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 audited 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 MSA and SSA. Refer to Note 2 for further information on the change in the carve-out methodology. |
Other Payables (Tables)
Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Payables | |
Summary of other payables | Other Payables are comprise d of the follo wing items : Year Ended December 31, 2022 2021 Provision for profit sharin g program (i) $ 2,508,143 $ 59,855 Accrued expenses (ii) 2,491,847 - Advances from customers (iii) 800,000 405,000 Accruals related to payroll (iv) 763,031 455,392 Social charges payable (v) 626,627 163,384 Other payable 300,738 52,405 Long-term incentive (vi) 177,859 183,041 Total $ 7,668,245 $ 1,319,077 Current portion $ 6,648,171 $ 616,156 Non-current portion $ 1,020,074 $ 702,921 (i) Refers to accruals payable to the employees under the profit sharing programs. (ii) Accruals for services received from third parties whose invoices were not received. (iii) Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. (iv) Refers to accruals related to personnel obligations recorded in the financial statements, including mainly vacation expenses and other minor expenses. (v) Refers to social charges and taxes applicable in relation to personnel compensation. (vi) These represent the ERJ ’ |
Stockholders equity (Tables)
Stockholders equity (Tables) | 12 Months Ended |
Dec. 31, 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 underlyin g N ew 37,572,536 (i) For more details about the 2022 |
Schedule of Warrants, valuation assumptions | May 9 , Market Warrants with exercise price of $ 15.00 2022 Share Price (S 0 $ 11.32 Maturity Date 12/31/2025 Time (T) - Years 3.63 Strike Price (X) $ 15.00 Risk-free Rate (r) 2.85 % Volatility (σ) 7.93 % Dividend Yield (q) 0.00 % Warrant Value $ 0.11 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Financial Instruments | |
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) For The Year Ended December 31, 2022 Zero-cost collar $ - General and administrative $ - For The Year Ended December 31, 2021 Zero-cost collar $ (77,664) General and administrative $ - For The Year Ended December 31, 2020 Zero $ 46,012 General and administrative $ - |
Research and Development (Table
Research and Development (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Research and Development | |
Research and Development | R&D expenses are comprised of t he f ollowing Year Ended December 31, 2022 2021 2020 Outsourced service (i) $ 44,719,065 $ 5,100,980 $ 1,241,479 Employees’ compensation 6,559,500 7,278,999 4,833,957 Other expenses 494,118 789,305 2,242,640 Travel & entertainment 84,862 110,496 39,967 Total $ 51,857,545 $ 13,279,780 $ 8,358,043 (i) Out of $ 44,719,065 , for the twelve months ended December 31, 2022, $ 38,588,166 was charged under the MSA contract (refer to Note 4 ). |
Selling, general and administ_2
Selling, general and administrative (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Selling, general and administrative | |
Schedule of selling, general and administrative expenses | Selling, general and administrative expenses are comprised of the follow ing items: Year Ended December 31, 2022 2021 2020 Outsourced s ervice (i) $ 13,553,800 $ 504,108 $ 287,584 Employees’ compensation 9,099,169 1,346,317 783,023 Transaction Costs 6,190,634 2,389,083 - Director & Officers insurance 2,584,720 - - Other expenses 1,418,749 552,296 149,211 Depreciation/amortization 8,887 107,138 14,058 Total $ 32,855,959 $ 4,898,942 $ 1,233,876 (i) Out of $13,553,800, for the twelve months ended December 31, 2022, $897,346 was charged under the SSA contract for the twelve months ended December 31, 2022 (refer to Note 4). |
Share-based payments (Tables)
Share-based payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based payments | |
Schedule of restricted stock units award activities | Number of Shares Weighted Average Grant Price Weighted Average Requisite Period Granted on May 9, 2022 687,235 14.08 2.84 Granted 489,937 13.62 3.21 Vested (140,000 ) 11.32 0.00 Forfeited (120,000 ) 11.32 0.00 Outstanding as of December 31, 2022 917,172 Convertible as of December 31, 2022 - |
Schedule of expenses related to share-based plans | All expenses related to share-based plans impacted the results as follows: Year Ended December 31, 2022 2021 Selling, general and administrative $ 3,176,460 $ - Research and development 124,932 - Total 2022 Stock Incentive Plan expense $ 3,301,392 $ - |
Fair value measurement (Tables)
Fair value measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair value measurement | |
Schedule of company’s financial assets and liabilities by level within the fair value hierarchy | During the twelve months ended December 31, 2022, there were no changes in the fair value methodology of the financial instruments and, therefore, there were no transfers between levels. Year Ended December 31, 2022 Level 1 Level 2 Fair Value Book Value Liabilities Derivative financial instruments (i) - (3,562,500 ) (3,562,500 ) (3,562,500 ) $ - $ (3,562,500 ) $ (3,562,500 ) $ (3,562,500 ) (i) Refers to the Private Placement Warrants. Year Ended December 31, 2021 Level 1 Level 2 Fair Value Book Value Liabilities Derivative financial instruments - (32,226 ) (32,226 ) (32,226 ) $ - $ (32,226 ) $ (32,226 ) $ (32,226 ) |
Schedule of change in the fair value of the Private Placement Warrants | The change in the fair value of the Private Placement Warrants from the Closing date until December 31, 2022: Private Placement Warrants Balance as of December 31, 2021 $ - Change in fair value - Balance as of M ay 9, 2022 $ 13,110,000 Change in fair value ( ) Balance as of December 31, 2022 $ 3,562,500 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting | |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The information provided to the CODMs is as follows: Year Ended December 31, 2022 2021 2020 eVTOL $ (42,892,901 ) $ ( ) $ (7,583,456 ) UATM Research and development expenses (7,032,154 ) ( ) (774,587 ) Service and Support (1,932,490 ) - - Total allocated expenses (51,857,545 ) (13,279,780 ) (8,358,043 ) Unallocated amounts Selling, general and administrative/New Warrants expenses (137,632,189 ) (4,898,942 ) (1,233,876 ) Loss from operations $ (189,489,734 ) $ (18,178,722 ) $ (9,591,919 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of loss before income taxes | Loss before income taxes consisted of the following: 2022 2021 2020 United States $ (174,747,260 ) $ (6,481,431 ) $ (1,742,747 ) International 1,649,882 (11,774,438 ) (7,883,195 ) Total $ (173,097,378 ) $ (18,255,869 ) $ (9,625,942 ) |
Schedule of income taxes | Income taxes consisted of the following: United States State and local Brazil Total Valuation allowance Total 2022 Current $ - $ - $ 932,980 $ 932,980 $ - $ 932,980 Deferred ( 25,625,749 ) 53,875,077 ( 277,414 ) 27,971,914 (27,971,914) - 2021 Current - - - - - - Deferred ( 309,318,015 ) ( 85,682,832 ) ( 3,929,123 ) ( 398,929,970 ) 398,929,970 - 2020 Current - - - - - - Deferred $ (374,301 ) $ (87,114 ) $ (2,680,556 ) $ (3,141,971 ) $ 3,141,971 $ - |
Schedule of reconciliation of the statutory U.S. federal tax rate | A reconciliation of the statutory U.S. federal tax rate and our effective tax rate is as follows: Year Ended December 31, 2022 2021 2020 Statutory U.S. federal tax rate 21.00 % 21.00 % 21.00 % State and local taxes (31.12 )% 5.50 % 5.00 % Reserves 0.00 % 0.00 % 0.00 % Permanent differences ( )% ( )% 0.00 % Foreign rate differential (0.14 )% 8.23 % 11.00 % Intangibles 0.74 % (2,145.16 )% 0.00 % Other 6.54 % 0.00 % 0.00 % Valuation allowance 16.16 % 2,113.18 (37.00 )% Effective tax rate (0.53 ) 0.00 % 0.00 % |
Schedule of deferred tax assets | The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following: Year Ended December 31, 2022 2021 Deferred tax assets: Intangibles $ 329,958,033 $ 391,617,310 Net operating losses 37,549,858 14,614,700 Research and Experimental 12,523,243 - Federal R&D Credit 351,985 351,985 Accrued benefits 1,916,438 64,178 Other (301,857 ) - Uncertain Tax Position - R&D Reserve ( 70,397 ) ( 70,397 ) Total deferred tax assets 381,927,303 406,577,776 Less valuation allowance (381,927,303 ) (406,577,776 ) Net deferred tax assets $ - $ - |
Earnings per share (Tables)
Earnings per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings per share | |
Schedule of earnings per share | Year Ended December 31, 2022 2021 2020 Net loss $ (174,030,358 ) $ (18,255,869 ) $ (9,625,942 ) Net loss per share basic and diluted ( ) (0.08 ) (0.04) Weighted-average number of shares outstanding - basic and diluted 254,131,038 220,000,000 220,000,000 |
Schedule of number of anti-dilutive shares excluded from the calculation of diluted net loss per share | The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share: Year Ended December 31, 2022 Unvested restricted stock units 917,712 Penny warrants subject to triggering events 14,172,536 Warrants "out of the money" 42,750,000 Total 57,840,248 |
Comprehensive income (Tables)
Comprehensive income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Comprehensive income | |
Schedule of comprehensive income (loss) | The accumulated balances for cash flow hedges in accumulated other comprehensive income/(loss) are as follows: Cash flow hedges Balance as of December 31, 2019 $ (574 ) Other comprehensive loss before reclassifications ( 10,750 ) Amount reclassified from AOCI 56,762 Balance as of December 31, 2020 $ 45,438 Other comprehensive loss before reclassifications ( ) Amount reclassified from AOCI ( ) Balance as of December 31, 2021 $ ( ) Separation-related adjustment 32,226 Balances as of December 31, 2022 $ - |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 12 Months Ended | ||||
May 09, 2022 shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 04, 2022 USD ($) $ / shares shares | |
Disclosure of general information about entity [line items] | |||||
Transaction Costs incurred in connection with the Business Combination | $ | $ 15,754,066 | $ 0 | $ 0 | ||
Common stock | Class A | |||||
Disclosure of general information about entity [line items] | |||||
Stock conversion ratio | 0.01 | ||||
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 | 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 ($) | Dec. 31, 2022 | Jan. 02, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||||
Cash and cash equivalents | $ 49,146,063 | $ 14,376,523 | |||
Related party receivables | 203,712 | 220,000 | |||
Other current assets | 1,425,507 | 6,274,397 | |||
Total current assets | 312,207,206 | 20,870,920 | |||
Capitalized software, net | 0 | 699,753 | $ 23,443 | $ 16,005 | |
Total assets | 312,875,428 | 21,570,673 | |||
Current liabilities: | |||||
Accounts payable | 2,097,097 | 877,641 | |||
Related party payables | 12,625,243 | 8,642,340 | |||
Derivative financial instruments | 3,562,500 | 32,226 | |||
Other payables | 6,648,171 | 616,156 | |||
Total current liabilities | 24,933,011 | 10,168,363 | |||
Other noncurrent payables | 1,020,074 | 702,921 | |||
Total liabilities | 25,953,085 | 10,871,284 | |||
Net parent equity | |||||
Net parent investment | 10,731,615 | ||||
Accumulated other comprehensive income/ (loss) | 0 | (32,226) | |||
Total stockholders' equity | 286,922,343 | 10,699,389 | $ (1,013,853) | $ (479,205) | |
Total liabilities and stockholders' equity | 312,875,428 | $ 21,570,673 | |||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||||
Current assets: | |||||
Cash and cash equivalents | $ 14,376,515 | ||||
Related party receivables | 220,000 | ||||
Other current assets | 6,265,830 | ||||
Total current assets | 20,862,345 | ||||
Capitalized software, net | 0 | ||||
Total assets | 20,862,345 | ||||
Current liabilities: | |||||
Accounts payable | 159,409 | ||||
Related party payables | 9,752,372 | ||||
Derivative financial instruments | 0 | ||||
Other payables | 521,795 | ||||
Total current liabilities | 10,433,576 | ||||
Other noncurrent payables | 405,000 | ||||
Total liabilities | 10,838,576 | ||||
Net parent equity | |||||
Net parent investment | 10,023,769 | ||||
Accumulated other comprehensive income/ (loss) | 0 | ||||
Total stockholders' equity | 10,023,769 | ||||
Total liabilities and stockholders' equity | 20,862,345 | ||||
Legal entity change separation-related adjustments | |||||
Current assets: | |||||
Cash and cash equivalents | (8) | ||||
Related party receivables | 0 | ||||
Other current assets | (8,567) | ||||
Total current assets | (8,575) | ||||
Capitalized software, net | (699,753) | ||||
Total assets | (708,328) | ||||
Current liabilities: | |||||
Accounts payable | (718,232) | ||||
Related party payables | 1,110,032 | ||||
Derivative financial instruments | (32,226) | ||||
Other payables | (94,361) | ||||
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 income/ (loss) | 32,226 | ||||
Total stockholders' equity | $ (675,620) | (675,620) | |||
Total liabilities and stockholders' equity | $ (708,328) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 2) - Restricted Stock Units (“RSUs”) - With Market Conditions - $ / shares | Oct. 31, 2022 | May 09, 2022 |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share Price (SO) - US$ | $ 10.58 | $ 11.32 |
Maturity Date | May 09, 2027 | May 09, 2027 |
Time (T) - Years | 4 years 6 months | 4 years 11 months 23 days |
Strike Price (X) | $ 0 | $ 0 |
Risk-free Rate (r) | 4.05% | 2.95% |
Volatility (σ) | 51.91% | 47.17% |
Dividend Yield (q) | 0% | 0% |
RSU Value (US$) | $ 15.93 | $ 17.01 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textuals) | 12 Months Ended | |||
Oct. 01, 2022 $ / shares shares | Dec. 31, 2022 USD ($) Number $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Income tax examination likelihood of unfavorable settlement | greater than 50% | |||
Allocated corporate costs (income) | $ | $ 2,101,356 | $ 16,701,385 | ||
New Warrants expenses | $ | $ 104,776,230 | 0 | $ 0 | |
Number of operating segments | 3 | |||
Number of reportable segments | 3 | |||
Number of tranches granted under share-based payment award | Number | 10 | |||
Number of tranches granted under share-based payment award for service conditions | Number | 4 | |||
Number of tranches granted under share-based payment award for market and service conditions | Number | 2 | |||
Common stock | ||||
Common Stock issuable shares | 24,095,072 | |||
Common Stock, Exercise price | $ / shares | $ 0.01 | |||
Stock issued during period for warrants exercised, shares | 800,000 | |||
Common stock | Strategic Warrants | ||||
Stock issued during period for warrants exercised, shares | 3,552,536 | |||
Common stock | Strategic Warrants, one | ||||
Common Stock issuable shares | 24,095,072 | |||
Common Stock, Exercise price | $ / shares | $ 0.01 | |||
Common stock | Strategic Warrants, two | ||||
Common Stock issuable shares | 12,000,000 | |||
Common Stock, Exercise price | $ / shares | $ 15 | |||
Common stock | Strategic Warrants, three | ||||
Common Stock issuable shares | 5,000,000 | |||
Common Stock, Exercise price | $ / shares | $ 11.5 | |||
Common stock | Class A | ||||
Stock conversion ratio | 0.01 | |||
2022 Stock Incentive Plan | ||||
Number of tranches granted under share-based payment award for performance conditions | Number | 4 | |||
2022 Stock Incentive Plan | Restricted Stock Units (“RSUs”) | Minimum | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | |||
2022 Stock Incentive Plan | Restricted Stock Units (“RSUs”) | Maximum | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||
eVTOL [Member] | ||||
Period of incubation stage | 4 years | |||
Selling, General and Administrative Expenses [Member] | ||||
Allocated corporate costs (income) | $ | $ 1,422,063 | $ 4,528,892 | ||
Software licenses | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Parent Company [Member] | Common stock | Strategic Warrants, one | ||||
Common Stock, Exercise price | $ / shares | $ 27,225 | $ 8,000 | ||
Stock issued during period for warrants exercised, shares | 2,722,536 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | |||
Cash | $ 14,446,534 | $ 14,131,396 | |
Cash equivalents - Private securities | [1] | 4,483,260 | 245,127 |
Fixed deposits | [2] | 30,216,269 | 0 |
Total cash and cash equivalents | $ 49,146,063 | $ 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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | $ 2,101,356 | $ 16,701,385 |
Selling, General and Administrative Expenses | ||
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | 1,422,063 | 4,528,892 |
R&D expenses | ||
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | $ 679,293 | $ 12,172,493 |
Related Party Transactions (D_2
Related Party Transactions (Details 1) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | |||
Transaction Costs Recognized as Expense Related to Carve Out | $ 0.6 | $ 2.4 | $ 1.8 |
Transaction Costs Recognized as Expense Directly Related | 15.1 | 21.4 | 6.3 |
Transaction Costs Recognized as Expense Related to Other | 0 | 0.5 | 0.5 |
Transaction Costs Incurred | $ 15.7 | $ 24.3 | $ 8.6 |
Related Party Transactions (D_3
Related Party Transactions (Details 2) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | [1] | |
Related Party Transaction [Line Items] | ||||
Assets | $ 82,854,087 | $ 220,000 | ||
Liabilities | 12,625,243 | 8,642,340 | ||
Operating expenses | 46,162,036 | 3,498,428 | $ 0 | |
ERJ | ||||
Related Party Transaction [Line Items] | ||||
Assets | 190,518 | 220,000 | ||
Liabilities | 11,347,799 | 0 | ||
Operating expenses | 36,553,941 | 495,742 | 0 | |
Embraer Aircraft Holding Inc. (“EAH”) | ||||
Related Party Transaction [Line Items] | ||||
Assets | 82,650,375 | 0 | ||
Liabilities | 655,519 | 8,642,340 | ||
Operating expenses | 6,190,634 | 2,389,083 | 0 | |
Atech | ||||
Related Party Transaction [Line Items] | ||||
Assets | 13,194 | 0 | ||
Liabilities | 136,036 | 0 | ||
Operating expenses | 2,931,572 | 613,603 | 0 | |
Other related parties | ||||
Related Party Transaction [Line Items] | ||||
Assets | 0 | 0 | ||
Liabilities | 485,889 | 0 | ||
Operating expenses | $ 485,889 | $ 0 | $ 0 | |
[1] Eve expenses for 2020 were all carved-out from ERJ and EAH. Thus, no amounts were actually charged to Eve |
Related Party Transactions (D_4
Related Party Transactions (Details 3 - Textuals) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 14, 2021 | Jul. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 01, 2022 | |
Related Party Transaction [Line Items] | |||||||
Allocated corporate costs (income) | $ 2,101,356 | $ 16,701,385 | |||||
Capital contribution | 0 | 14,262,533 | $ 9,028,789 | ||||
Transaction Cost Incurred which Related to Impact to Statement of Operations | 2,400,000 | ||||||
Outstanding related party payable | 12,625,243 | 8,642,340 | |||||
Related party transaction, incurred cost from transactions with related party | 39,485,512 | ||||||
Outstanding related party receivable | 82,854,087 | 220,000 | |||||
Transaction Costs Recognized as Expense Directly Related | $ 15,100,000 | 21,400,000 | 6,300,000 | ||||
Zanite Acquisition Corp [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Transaction Cost Reimbursed | 22,200,000 | ||||||
Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 11,080,688 | ||||||
Related party transaction, incurred cost from transactions with related party | $ 38,588,166 | ||||||
Service agreement fees and expenses settlement days | 45 days | ||||||
Shared Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | $ 370,899 | ||||||
Related party transaction, incurred cost from transactions with related party | $ 897,346 | ||||||
Service agreement fees and expenses settlement days | 45 days | ||||||
Shared Service Agreement [Member] | Parent Company [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement term | 15 years | ||||||
Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from Contributions from related party | $ 355,000,000 | ||||||
Selling, General and Administrative Expenses | |||||||
Related Party Transaction [Line Items] | |||||||
Allocated corporate costs (income) | $ 1,422,063 | 4,528,892 | |||||
Research and Development Expense [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Allocated corporate costs (income) | 679,293 | 12,172,493 | |||||
ERJ | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 11,347,799 | 0 | |||||
Outstanding related party receivable | 190,518 | 220,000 | |||||
ERJ | 2022 Stock Incentive Plan | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party receivable | 190,518 | ||||||
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] | |||||||
Capital contribution | $ 15,000,000 | ||||||
Atech | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 136,036 | 0 | |||||
Outstanding related party receivable | 13,194 | 0 | |||||
Atech | Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement term | 15 years | ||||||
Embraer Aircraft Holding Inc. (“EAH”) | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 655,519 | 8,642,340 | |||||
Outstanding related party receivable | 82,650,375 | 0 | |||||
Principal amount of loans receivable | $ 81,000,000 | ||||||
Loans receivable, Annual interest rate | 4.89% | ||||||
Other related parties | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding related party payable | 485,889 | 0 | |||||
Outstanding related party receivable | $ 0 | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Total | $ 451,586 | $ 0 |
Development mockup | ||
Property, Plant and Equipment | ||
Total | 397,785 | 0 |
Construction in progress ("CIP") | ||
Property, Plant and Equipment | ||
Total | 44,375 | 0 |
Computer hardware | ||
Property, Plant and Equipment | ||
Total | $ 9,426 | $ 0 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details 1 - Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Depreciation and amortization expenses | $ 33,495 | $ 0 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Current Assets | |||
Prepaid Directors & Officers insurance | $ 1,292,317 | $ 0 | |
Income tax advance payments | [1] | 34,642 | 0 |
Advances to employees | 74,064 | 17,063 | |
Other current assets | 24,484 | 4,077 | |
Deferred Transaction Cost | [2] | 0 | 6,253,257 |
Total | $ 1,425,507 | $ 6,274,397 | |
[1] Refers to federal withholding taxes and recoverable income taxes. Refers to the deferral of the Transaction Costs as of December 31, 2021. After the Closing on May 9, 2022, the deferred Transaction Costs were either expensed or recorded as reduction of the proceeds raised from issuance of common stock. |
Capitalized software, net - Sch
Capitalized software, net - Schedule of Capitalized Software, Net (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule Of Capitalized Software, Net [Line Items] | ||||
Beginning balance | $ 699,753 | $ 23,443 | $ 16,005 | |
Additions | 676,310 | 7,438 | ||
Legal entity separation-related adjustments | [1] | (699,753) | ||
Ending balance | 0 | 699,753 | 23,443 | |
Cost [member] | ||||
Schedule Of Capitalized Software, Net [Line Items] | ||||
Beginning balance | 827,434 | 43,193 | 26,699 | |
Additions | 784,241 | 16,494 | ||
Legal entity separation-related adjustments | [1] | (827,434) | ||
Ending balance | 0 | 827,434 | 43,193 | |
Amortization [Member] | ||||
Schedule Of Capitalized Software, Net [Line Items] | ||||
Beginning balance | [2] | (127,681) | (19,750) | 10,694 |
Additions | [2] | (107,931) | (9,056) | |
Legal entity separation-related adjustments | [1],[2] | 127,681 | ||
Ending balance | [2] | $ 0 | $ (127,681) | $ (19,750) |
[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 audited 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 MSA and SSA. 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 audited combined consolidated statements of income. |
Warrant liabilities (Details Te
Warrant liabilities (Details Textuals) | 12 Months Ended | |
Dec. 31, 2022 $ / shares shares | May 09, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | ||
Number of securities called by each warrant | shares | 1 | |
Common stock | ||
Class of Warrant or Right [Line Items] | ||
Common Stock, Exercise price | $ 0.01 | |
Common stock | Class A | ||
Class of Warrant or Right [Line Items] | ||
Stock conversion ratio | 0.01 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued | shares | 11,500,000 | |
Number of securities called by each warrant | shares | 1 | |
Common Stock, Exercise price | $ 11.5 | |
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 | |
Class of warrant, date from which warrants exercisable | Jun. 08, 2022 | |
Class of warrants redemption price per unit | $ 0.01 | |
Class of warrants, Convertible, Stock Price Trigger | $ 18 | |
Class of warrant or right redemption threshold consecutive trading days | 20 days | |
Class of warrant or right redemption threshold trading days | 30 days | |
Class of warrant or right, threshold period for send notice of redemption | 3 days | |
Public Warrants | Common stock | Class A | ||
Class of Warrant or Right [Line Items] | ||
Stock conversion ratio | 0.01 | |
Public Warrants | Common stock | Class B | ||
Class of Warrant or Right [Line Items] | ||
Stock conversion ratio | 0.01 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued | shares | 14,250,000 | |
Common Stock, Exercise price | $ 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, date from which warrants exercisable | Jun. 08, 2022 |
Other Payables - Summary of ot
Other Payables - Summary of other payables (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Payables | |||
Provision for profit sharing program | [1] | $ 2,508,143 | $ 59,855 |
Accrued expenses | [2] | 2,491,847 | 0 |
Advances from customers | [3] | 800,000 | 405,000 |
Accruals related to payroll | [4] | 763,031 | 455,392 |
Social charges payable | [5] | 626,627 | 163,384 |
Other payable | 300,738 | 52,405 | |
Long-term incentive | [6] | 177,859 | 183,041 |
Total | 7,668,245 | 1,319,077 | |
Current portion | 6,648,171 | 616,156 | |
Non-current portion | $ 1,020,074 | $ 702,921 | |
[1] Refers to accruals payable to the employees under the profit sharing programs. Accruals for services received from third parties whose invoices were not received. Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. Refers to accruals related to personnel obligations recorded in the financial statements, including mainly vacation expenses and other minor expenses. Refers to social charges and taxes applicable in relation to personnel compensation. These represent the ERJ ’ |
Stockholders equity (Details)
Stockholders equity (Details) | Dec. 31, 2022 shares | |
Summary of common stock reserved for future issuance | ||
Common stock reserved for future issuance | 11,822,536 | |
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 | 37,572,536 | |
[1] For more details about the 2022 |
Stockholders equity (Details 1)
Stockholders equity (Details 1) - Strategic Warrants, two - Market Warrants | May 09, 2022 USD ($) $ / shares |
Share Price (S0) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 11.32 |
Maturity Date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Maturity Date | Dec. 31, 2025 |
Time (T) - Years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Term | 3 years 7 months 17 days |
Strike Price (X) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 15 |
Risk-free Rate (r) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0.0285 |
Volatility (σ) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0.0793 |
Dividend Yield (q) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0 |
Warrant Value (US$) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | $ | 0.11 |
Stockholders equity (Details 2
Stockholders equity (Details 2 - Textuals) | 12 Months Ended | ||||
Oct. 06, 2022 shares | Dec. 31, 2022 USD ($) Number $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | May 09, 2022 $ / shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||
Common stock reserved for future issuance | 11,822,536 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Preferred stock, shares authorized | 100,000,000 | ||||
Common stock, shares issued | 269,094,021 | 220,000,000 | |||
Common stock, shares outstanding | 269,094,021 | 220,000,000 | |||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Common stock, voting rights | one vote per share | ||||
Dividends on common stock | $ | $ 0 | ||||
Number of securities called by each warrant | 1 | ||||
Reclassification of Public Warrants from liability to equity | $ | $ 10,580,000 | ||||
Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||
Common Stock issuable shares | 24,095,072 | ||||
Stock issued during period for warrants exercised, shares | 800,000 | ||||
United Airlines Ventures, Ltd. | United Subscription Agreement | Common stock | |||||
Class of Stock [Line Items] | |||||
Common stock reserved for future issuance | 2,039,353 | ||||
Share price | $ / shares | $ 7.36 | ||||
Aggregate purchase price of stock | $ | $ 15,000,000 | ||||
United Airlines Ventures, Ltd. | United Subscription Agreement | Common stock | Maximum | |||||
Class of Stock [Line Items] | |||||
Number of electrical vertical take-off and landing | Number | 400 | ||||
Warrant [Member] | United Airlines Ventures, Ltd. | United Subscription Agreement | Common stock | |||||
Class of Stock [Line Items] | |||||
Stock issued for warrants exercisable | 2,722,536 | ||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||
Stock issued during period for warrants exercised, shares | 2,722,536 | ||||
Warrant [Member] | United Airlines Ventures, Ltd. | Binding agreement | Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||
Common stock, shares issued | 2,722,536 | ||||
Warrant [Member] | United Airlines Ventures, Ltd. | Binding agreement | Common stock | Maximum | |||||
Class of Stock [Line Items] | |||||
Number of electrical vertical take-off and landing | Number | 200 | ||||
Warrant [Member] | United Airlines Ventures, Ltd. | Lock-up agreement | Common stock | |||||
Class of Stock [Line Items] | |||||
Number of shares to be acquired six months after closing date of agreement with respect to first warrant | 680,634 | ||||
Number of shares to be acquired nine months after closing date of agreement with respect to warrant | 1,361,268 | ||||
Number of shares to be acquired twelve months after closing date of agreement with respect to second warrant | 680,634 | ||||
Public Warrants | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 11.5 | ||||
Number of securities called by each warrant | 1 | ||||
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days | ||||
Term of warrants | 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 | ||||
Class of warrant, date from which warrants exercisable | Jun. 08, 2022 | ||||
Reclassification of Public Warrants from liability to equity | $ | $ 10,580,000 | ||||
Strategic Warrants | |||||
Class of Stock [Line Items] | |||||
Number of electrical vertical take-off and landing | Number | 500 | ||||
Number of electrical vertical take-off and landing for purchase commitments | Number | 200 | ||||
Number of vertiports | Number | 10 | ||||
Strategic Warrants | Penny Warrants | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||
Strategic Warrants | Market Warrants | Minimum | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | 11.5 | ||||
Strategic Warrants | Market Warrants | Maximum | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 15 | ||||
Strategic Warrants | Common stock | |||||
Class of Stock [Line Items] | |||||
Stock issued for warrants exercisable | 29,272,536 | ||||
Stock issued during period for warrants exercised, shares | 3,552,536 | ||||
Strategic Warrants, one | Penny Warrants | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||
Strategic Warrants, one | Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 0.01 | ||||
Common Stock issuable shares | 24,095,072 | ||||
Strategic Warrants, two | Market Warrants | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 15 | $ 15 | |||
Strategic Warrants, two | Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 15 | ||||
Common Stock issuable shares | 12,000,000 | ||||
Strategic Warrants, three | Market Warrants | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 11.5 | $ 11.5 | |||
Strategic Warrants, three | Common stock | |||||
Class of Stock [Line Items] | |||||
Exercise price of warrants | $ / shares | $ 11.5 | ||||
Common Stock issuable shares | 5,000,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (or loss) recognized in OCI on derivative (effective portion) | $ 46,012 | ||
Amount of gain (or loss) reclassified from AOCI into income (effective portion) | $ 0 | $ 0 | $ 0 |
Derivative Instrument, Gain (Loss) Reclassified from AOCI into Income, Effective Portion, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, General and Administrative Expense | Selling, General and Administrative Expense | Selling, General and Administrative Expense |
General and Administrative Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of gain (or loss) recognized in OCI on derivative (effective portion) | $ 0 | $ 77,664 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Additional Information (Details) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 BRL (R$) | Dec. 31, 2021 USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments in Hedges, Assets, at Fair Value | $ | $ 32,226 | ||
Zanite Acquisition Corp. | Private Placement Warrants | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative Instruments in Hedges, Assets, at Fair Value | $ | $ 3,562,500 | ||
Zerocost collar [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | $ | $ 1,745,687 | ||
Zerocost collar [Member] | Minimum [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | R$ 9077572 | ||
Derivative, Average Price Risk Option Strike Price | 5.2 | ||
Zerocost collar [Member] | Maximum [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Notional Amount | R$ 10693380 | ||
Derivative, Average Price Risk Option Strike Price | 6.1256 |
Research and Development (Detai
Research and Development (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Research And Development [Line Items] | ||||
Employees' compensation | $ 3,301,392 | $ 0 | $ 0 | |
Total | 51,857,545 | 13,279,780 | 8,358,043 | |
Research and Development Expense [Member] | ||||
Research And Development [Line Items] | ||||
Outsourced service | [1] | 44,719,065 | 5,100,980 | 1,241,479 |
Employees' compensation | 6,559,500 | 7,278,999 | 4,833,957 | |
Other expenses | 494,118 | 789,305 | 2,242,640 | |
Travel & entertainment | 84,862 | 110,496 | 39,967 | |
Total | $ 51,857,545 | $ 13,279,780 | $ 8,358,043 | |
[1] Out of $ 44,719,065 , for the twelve months ended December 31, 2022, $ 38,588,166 was charged under the MSA contract (refer to Note 4 ). |
Research and Development (Det_2
Research and Development (Details 1 - Textuals) - Research and Development Expense [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Research And Development [Line Items] | ||||
Outsourced service | [1] | $ 44,719,065 | $ 5,100,980 | $ 1,241,479 |
Master Service Agreement [Member] | ||||
Research And Development [Line Items] | ||||
Outsourced service charged from related parties | $ 38,588,166 | |||
[1] Out of $ 44,719,065 , for the twelve months ended December 31, 2022, $ 38,588,166 was charged under the MSA contract (refer to Note 4 ). |
Selling, general and administ_3
Selling, general and administrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Selling, General and Administrative | ||||
Employees' compensation | $ 3,301,392 | $ 0 | $ 0 | |
Depreciation/amortization | 33,495 | 0 | ||
Total | 32,855,959 | 4,898,942 | 1,233,876 | |
Selling, General and Administrative Expenses [Member] | ||||
Selling, General and Administrative | ||||
Outsourced service | [1] | 13,553,800 | 504,108 | 287,584 |
Employees' compensation | 9,099,169 | 1,346,317 | 783,023 | |
Transaction Costs | 6,190,634 | 2,389,083 | 0 | |
Director & Officers insurance | 2,584,720 | 0 | 0 | |
Other Expenses | 1,418,749 | 552,296 | 149,211 | |
Depreciation/amortization | 8,887 | 107,138 | 14,058 | |
Total | $ 32,855,959 | $ 4,898,942 | $ 1,233,876 | |
[1] (i) Out of $13,553,800, for the twelve months ended December 31, 2022, $897,346 was charged under the SSA contract for the twelve months ended December 31, 2022 (refer to Note 4). |
Selling, general and administ_4
Selling, general and administrative (Details 1 - Textuals) - Selling, General and Administrative Expenses [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Selling, General and Administrative | ||||
Outsourced service | [1] | $ 13,553,800 | $ 504,108 | $ 287,584 |
Shared Service Agreement [Member] | ||||
Selling, General and Administrative | ||||
Outsourced service charged from related parties | $ 897,346 | |||
[1] (i) Out of $13,553,800, for the twelve months ended December 31, 2022, $897,346 was charged under the SSA contract for the twelve months ended December 31, 2022 (refer to Note 4). |
Share-based payments (Details)
Share-based payments (Details) - $ / shares | 1 Months Ended | 8 Months Ended | |
May 31, 2022 | Dec. 31, 2022 | May 09, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance | 917,172 | 687,235 | |
Granted | 489,937 | ||
Vested | (140,000) | ||
Forfeited | (120,000) | ||
Ending balance | 917,172 | 687,235 | |
Convertible | 0 | ||
Weighted Average Grant Price | |||
Beginning balance | $ 14.08 | ||
Granted | $ 13.62 | ||
Vested | 11.32 | ||
Forfeited | $ 11.32 | ||
Ending balance | $ 14.08 | ||
Outstanding | 2 years 10 months 2 days | ||
Granted | 3 years 2 months 15 days | ||
Vested | 0 years | ||
Forfeited | 0 years |
Share-based payments (Details 1
Share-based payments (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total 2022 Stock Incentive Plan expense | $ 3,301,392 | $ 0 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total 2022 Stock Incentive Plan expense | 3,176,460 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total 2022 Stock Incentive Plan expense | $ 124,932 | $ 0 |
Share-based payments (Details 2
Share-based payments (Details 2 - Textuals) - Stock Incentive Plan 2022 | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Total tax benefits | $ 137,465 |
Restricted Stock Units (“RSUs”) | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based compensation award vesting period | 5 years |
Restricted Stock Units (“RSUs”) | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based compensation award vesting period | 2 years |
Fair value measurement (Details
Fair value measurement (Details) - Fair Value, Recurring - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value | |||
Liabilities | |||
Derivative financial instruments | $ (3,562,500) | [1] | $ (32,226) |
Total liabilities | (3,562,500) | (32,226) | |
Book value | |||
Liabilities | |||
Derivative financial instruments | (3,562,500) | [1] | (32,226) |
Total liabilities | (3,562,500) | (32,226) | |
Level 1 | |||
Liabilities | |||
Derivative financial instruments | 0 | [1] | 0 |
Total liabilities | 0 | 0 | |
Level 2 | |||
Liabilities | |||
Derivative financial instruments | (3,562,500) | [1] | (32,226) |
Total liabilities | $ (3,562,500) | $ (32,226) | |
[1] Refers to the Private Placement Warrants. |
Fair value measurement (Detai_2
Fair value measurement (Details 1) - Private Placement Warrants - USD ($) | 4 Months Ended | 8 Months Ended |
May 08, 2022 | Dec. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value of the derivative liabilities, beginning balance | $ 0 | |
Change in fair value | 0 | $ (9,547,500) |
Fair value of the derivative liabilities, ending balance | $ 13,110,000 | $ 3,562,500 |
Fair value measurement (Detai_3
Fair value measurement (Details 3 - Textuals) - $ / shares | Dec. 31, 2022 | May 09, 2022 |
Private Placement Warrants | ||
Fair value measurement | ||
Exercise price of warrants | $ 11.5 | $ 11.5 |
Strategic Warrants, three | Market Warrants | ||
Fair value measurement | ||
Exercise price of warrants | $ 11.5 | $ 11.5 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Research and development | $ (51,857,545) | $ (13,279,780) | $ (8,358,043) |
Loss from operations | (189,489,734) | (18,178,722) | (9,591,919) |
Unallocated amounts | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Selling, general and administrative/New Warrants expenses | (137,632,189) | (4,898,942) | (1,233,876) |
eVTOL [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Research and development | (42,892,901) | (11,207,794) | (7,583,456) |
UATM [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Research and development | (7,032,154) | (2,071,986) | (774,587) |
Service and Support | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Research and development | $ (1,932,490) | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
United States | $ (174,747,260) | $ (6,481,431) | $ (1,742,747) |
International | 1,649,882 | (11,774,438) | (7,883,195) |
Total | $ (173,097,378) | $ (18,255,869) | $ (9,625,942) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
United States | $ 0 | $ 0 | $ 0 |
State and local | 0 | 0 | 0 |
Brazil | 932,980 | 0 | 0 |
Total | 932,980 | 0 | 0 |
Valuation allowance | 0 | 0 | 0 |
Total | 932,980 | 0 | 0 |
Deferred | |||
United States | (25,625,749) | (309,318,015) | (374,301) |
State and local | 53,875,077 | (85,682,832) | (87,114) |
Brazil | (277,414) | (3,929,123) | (2,680,556) |
Total | 27,971,914 | (398,929,970) | (3,141,971) |
Valuation allowance | (27,971,914) | 398,929,970 | 3,141,971 |
Total | $ 0 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
United States | 21% | 21% | 21% |
State and local | (31.12%) | 5.50% | 5% |
Brazil | (0.14%) | 8.23% | 11% |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Statutory U.S. federal tax rate | 21% | 21% | 21% |
State and local taxes | (31.12%) | 5.50% | 5% |
Reserves | 0% | 0% | 0% |
Permanent differences | (13.71%) | (2.75%) | 0% |
Foreign rate differential | (0.14%) | 8.23% | 11% |
Intangibles | 0.74% | (2145.16%) | 0% |
Other | 6.54% | 0% | 0% |
Valuation allowance | 16.16% | 2,113.18% | (37.00%) |
Effective tax rate | (0.53%) | 0% | 0% |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Intangibles | $ 329,958,033 | $ 391,617,310 |
Net operating losses carryforwards | 37,549,858 | 14,614,700 |
Research and Experimental | 12,523,243 | 0 |
Federal R&D Credit | 351,985 | 351,985 |
Accrued benefits | 1,916,438 | 64,178 |
Other | (301,857) | 0 |
Uncertain Tax Position - R&D Reserve | (70,397) | (70,397) |
Total deferred tax assets | 381,927,303 | 406,577,776 |
Less valuation allowance | (381,927,303) | (406,577,776) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes (Details 4 - Textu
Income Taxes (Details 4 - Textuals) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Effective income tax rates for continuing operations | (0.53%) | 0% | 0% |
Current income tax expense | $ 932,980 | $ 0 | $ 0 |
Increase (decrease) in the valuation allowance | 24,650,473 | ||
Unrecognized tax benefits, interest and penalties accrued | 0 | ||
Net operating losses | $ (189,489,734) | $ (18,178,722) | $ (9,591,919) |
Common stock, voting rights | one vote per share | ||
Embraer Aircraft Holding Inc. (“EAH”) | |||
Income Taxes [Line Items] | |||
Percentage of ownership interest | 80% | ||
Tax Sharing Agreement (“TSA”) | |||
Income Taxes [Line Items] | |||
Percentage of tax benefits arising from tax basis | 75% | ||
One Corporation | |||
Income Taxes [Line Items] | |||
Common stock, voting rights | 80% | ||
Urban Air Mobility (“UAM”) | |||
Income Taxes [Line Items] | |||
Net operating losses effect from tax return methodology | $ 37,549,858 | ||
Urban Air Mobility (“UAM”) | US | |||
Income Taxes [Line Items] | |||
Net operating losses effect from tax return methodology | 28,971,135 | ||
Urban Air Mobility (“UAM”) | Brazil | |||
Income Taxes [Line Items] | |||
Net operating losses effect from tax return methodology | $ 8,578,723 |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings per share | |||
Net loss | $ (174,030,358) | $ (18,255,869) | $ (9,625,942) |
Net loss per share basic | $ (0.68) | $ (0.08) | $ (0.04) |
Net loss per share diluted | $ (0.68) | $ (0.08) | $ (0.04) |
Weighted-average number of shares outstanding - basic | 254,131,038 | 220,000,000 | 220,000,000 |
Weighted-average number of shares outstanding - diluted | 254,131,038 | 220,000,000 | 220,000,000 |
Earnings per share (Details 1)
Earnings per share (Details 1) | 12 Months Ended |
Dec. 31, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,840,248 |
Unvested restricted stock units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 917,712 |
Penny warrants subject to triggering events | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,172,536 |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,750,000 |
Earnings per share (Details 2 -
Earnings per share (Details 2 - Textuals) | 12 Months Ended |
Dec. 31, 2022 shares | |
Earnings per share | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,840,248 |
Comprehensive income - Schedule
Comprehensive income - Schedule Of Accumulated Other Comprehensive Income Loss (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Equity at beginning of the period | $ (1,013,853) | $ (479,205) |
Equity at end of the period | 10,699,389 | (1,013,853) |
AOCI Attributable to Parent | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Equity at beginning of the period | 45,438 | (574) |
Other comprehensive loss before reclassifications | (67,659) | (10,750) |
Amount reclassified from AOCI | (10,005) | 56,762 |
Equity at end of the period | $ (32,226) | $ 45,438 |
Commitments and Contingencies (
Commitments and Contingencies (Details - Textuals) | Aug. 02, 2021 Number |
Commitments and Contingencies | |
Number of lease facilities | 2 |
Subsequent Events (Details - Te
Subsequent Events (Details - Textuals) R$ in Thousands | 12 Months Ended | |||
Jan. 23, 2023 BRL (R$) | Jan. 23, 2023 USD ($) | Dec. 31, 2022 shares | Jan. 23, 2023 USD ($) | |
Common stock | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period for warrants exercised, shares | 800,000 | |||
Subsequent Event [Member] | Brazil’s National Development Bank (“BNDES”) | First line of credit | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, interest rate | 4.55% | 4.55% | ||
Subsequent Event [Member] | Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | First line of credit | ||||
Subsequent Event [Line Items] | ||||
Line of credit | R$ 80000 | $ 15,550,000 | ||
Subsequent Event [Member] | Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | Second line of credit | ||||
Subsequent Event [Line Items] | ||||
Line of credit | R$ 410000 | 79,700,000 | ||
Subsequent Event [Member] | Loan Agreement | ||||
Subsequent Event [Line Items] | ||||
Line of Credit Facility, Covenant Terms | 36</span> months from the date of signing of the Loan Agreement (otherwise, BNDES may terminate the Loan Agreement) and any loans shall be paid by no later than February 15, 2035." id="sjs-B17">within <span style="border-left: none; border-right: none;">36</span> months from the date of signing of the Loan Agreement (otherwise, BNDES may terminate the Loan Agreement) and any loans shall be paid by no later than February 15, 2035. | 36</span> months from the date of signing of the Loan Agreement (otherwise, BNDES may terminate the Loan Agreement) and any loans shall be paid by no later than February 15, 2035." id="sjs-C17">within <span style="border-left: none; border-right: none;">36</span> months from the date of signing of the Loan Agreement (otherwise, BNDES may terminate the Loan Agreement) and any loans shall be paid by no later than February 15, 2035. | ||
Subsequent Event [Member] | Loan Agreement | Brazil’s National Development Bank (“BNDES”) | ||||
Subsequent Event [Line Items] | ||||
Line of credit facility, interest rate | 1.10% | 1.10% | ||
Fixed Rate of Interest Publish Terms | 15 days | 15 days | ||
Subsequent Event [Member] | Eve Brazil | Brazil’s National Development Bank (“BNDES”) | ||||
Subsequent Event [Line Items] | ||||
Commitment fee amount | R$ 2050 | $ 400,000 | ||
Subsequent Event [Member] | Eve Brazil | Loan Agreement | Brazil’s National Development Bank (“BNDES”) | Two lines of credit | ||||
Subsequent Event [Line Items] | ||||
Line of credit | R$ 490000 | $ 95,250,000 |