Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | EVE HOLDING, INC. | |
Entity Central Index Key | 0001823652 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39704 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2549808 | |
Entity Address, Address Line One | 1400 General Aviation Drive | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32935 | |
City Area Code | (321) | |
Local Phone Number | 751-5050 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 269,094,021 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | EVEX | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock | |
Trading Symbol | EVEXW | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 11,837,193 | $ 49,146,063 |
Financial investments | 199,119,647 | 178,781,549 |
Related party receivables | 198,509 | 203,712 |
Related party loan receivable | 83,640,600 | 82,650,375 |
Other current assets | 740,699 | 1,425,507 |
Total current assets | 295,536,648 | 312,207,206 |
Property, plant & equipment, net | 594,282 | 451,586 |
Right-of-use assets, net | 207,176 | 216,636 |
Total assets | 296,338,106 | 312,875,428 |
Current liabilities: | ||
Accounts payable | 490,148 | 2,097,097 |
Related party payables | 16,222,416 | 12,625,243 |
Derivative financial instruments | 5,757,000 | 3,562,500 |
Other payables | 10,393,985 | 6,648,171 |
Total current liabilities | 32,863,549 | 24,933,011 |
Other non-current payables | 976,303 | 1,020,074 |
Total liabilities | 33,839,852 | 25,953,085 |
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 March 31, 2023 and December 31, 2022, respectively | 269,094 | 269,094 |
Additional paid-in capital | 505,009,464 | 503,661,571 |
Accumulated deficit | (242,780,304) | (217,008,322) |
Total stockholders' equity | 262,498,254 | 286,922,343 |
Total liabilities and stockholders' equity | $ 296,338,106 | $ 312,875,428 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 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 | 220,000,000 |
Common stock, shares outstanding | 269,094,021 | 220,000,000 | 220,000,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses | ||
Research and development | $ (21,528,338) | $ (9,114,687) |
Selling, general and administrative | (6,154,319) | (1,318,033) |
Loss from operations | (27,682,657) | (10,432,720) |
Change in fair value of derivative liabilities | (2,194,500) | 0 |
Financial investment income | 3,254,400 | 63,381 |
Other financial gain/(loss), net | 1,024,490 | 359,331 |
Loss before income taxes | (25,598,267) | (10,010,008) |
Income tax expense | (173,715) | 0 |
Net loss | $ (25,771,982) | $ (10,010,008) |
Net loss per share basic (in dollars per share) | $ (0.09) | $ (0.05) |
Net loss per share diluted (in dollars per share) | $ (0.09) | $ (0.05) |
Weighted-average number of shares outstanding – basic (in shares) | 275,494,021 | 220,000,000 |
Weighted-average number of shares outstanding – diluted (in shares) | 275,494,021 | 220,000,000 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Comprehensive income | ||
Net loss | $ (25,771,982) | $ (10,010,008) |
Total comprehensive loss | $ (25,771,982) | $ (10,010,008) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Separation-related adjustment | Adjusted Balance | Common Stock | Common Stock Adjusted Balance | Additional paid-in capital | Additional paid-in capital Separation-related adjustment | Additional paid-in capital Adjusted Balance | Accumulated deficit | Accumulated deficit Adjusted Balance | Accumulated other comprehensive income/(loss) | Accumulated other comprehensive income/(loss) Separation-related adjustment | Accumulated other comprehensive income/(loss) Adjusted Balance |
Equity at beginning of the period (in shares) at Dec. 31, 2021 | 220,000,000 | 220,000,000 | |||||||||||
Equity at beginning of the period at Dec. 31, 2021 | $ 10,699,389 | $ (675,620) | $ 10,023,769 | $ 220,000 | $ 220,000 | $ 53,489,579 | $ (707,846) | $ 52,781,733 | $ (42,977,964) | $ (42,977,964) | $ (32,226) | $ 32,226 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (10,010,008) | (10,010,008) | |||||||||||
Contributions from Parent | 732,776 | 732,776 | |||||||||||
Equity at end of the period (in shares) at Mar. 31, 2022 | 220,000,000 | ||||||||||||
Equity at end of the period at Mar. 31, 2022 | 746,537 | $ 220,000 | 53,514,509 | (52,987,972) | 0 | ||||||||
Equity at beginning of the period (in shares) at Dec. 31, 2022 | 269,094,021 | ||||||||||||
Equity at beginning of the period at Dec. 31, 2022 | 286,922,343 | $ 269,094 | 503,661,571 | (217,008,322) | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (25,771,982) | (25,771,982) | |||||||||||
Issuance of restricted stock and restricted stock expense | 867,893 | 867,893 | |||||||||||
Share based payment with non-employees | 480,000 | 480,000 | |||||||||||
Equity at end of the period (in shares) at Mar. 31, 2023 | 269,094,021 | ||||||||||||
Equity at end of the period at Mar. 31, 2023 | $ 262,498,254 | $ 269,094 | $ 505,009,464 | $ (242,780,304) | $ 0 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (25,771,982) | $ (10,010,008) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 22,050 | 0 |
Non-cash lease expenses | 9,461 | 0 |
Unrealized loss/(gain) on the exchange rate translation | (58,553) | 0 |
Long-term incentive plan expense | 98,321 | 0 |
Stock-based compensation | 867,893 | 0 |
Warrants expenses | 2,674,500 | 0 |
Interest on financial investments | (3,828,323) | 0 |
Carve-out expenses (contributed from Parent) | 0 | 732,769 |
Changes in operating assets and liabilities: | ||
Other assets | 715,618 | (1,242,627) |
Related party receivables | 5,346 | 57,321 |
Accounts payable | (1,708,467) | (98,593) |
Related party payables | 3,597,173 | 8,241,343 |
Operating lease liabilities | (9,461) | 0 |
Other payables | 3,495,301 | 450,845 |
Net cash used in operating activities | (19,891,123) | (1,868,950) |
Cash flows from investing activities: | ||
Purchases of investment securities | (17,500,000) | 0 |
Property, plant & equipment | (43,699) | 0 |
Net cash used in investing activities | (17,543,699) | 0 |
Effect of exchange rate changes on cash and cash equivalents | 125,952 | 0 |
Decrease in cash and cash equivalents | (37,308,870) | (1,868,950) |
Cash and cash equivalents at the beginning of the period | 49,146,063 | 14,376,523 |
Cash and cash equivalents at the end of the period | 11,837,193 | 12,507,573 |
Supplemental disclosure of other noncash investing and income taxes paid | ||
Income tax paid | 147,665 | 0 |
Property, plant & equipment expenditures in accounts payable and other accruals | $ 121,047 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
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 São José dos Campos, São Paulo. 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”) B usiness Combination On December 21, 2021, Zanite entered into a Business Combination Agreement (the “BCA”), with Embraer S.A., a Brazilian corporation (“ sociedade anonima 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 became 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 ” 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. Basis of Presentation Prior to the separation from ERJ, Eve Sub has historically operated as part of ERJ and not as a standalone company. For periods as of and for the year ended December 31, 2021, and prior to December 31, 2021, the unaudited condensed consolidated financial statements have been derived from ERJ and EAH historical accounting records and are presented on a carve-out basis (“The Urban Air Mobility Business of Embraer S.A”). After the contribution of the UAM assets by ERJ and EAH (i.e., from December 31, 2021, until the Closing) the combined financial statements have been derived from Eve Sub and Eve Soluções de Mobilidade Aérea Urbana Ltda. (“Eve Brazil”) books. After the Closing the consolidated financial statements have been derived from the Company’s combined figures to retroactively recast the recapitalization of equity including EPS for all periods presented. As of January 1, 2022, Eve Sub began accounting for its financial activities as an independent entity. The unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2022, have been derived from Eve’s accounting records and certain carve-outs from ERJ and EAH’s historical accounting records. 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 (“US Dollars”, “USD” or “$”), before being presented on the consolidated financial statements. ERJ started charging the UAM business related research and development (“R&D”) and general and administrative (“G&A”) All intercompany transactions’ balances between Eve Sub and Eve Brazil (collectively, the “Eve Entities”) were eliminated. Until the Closing date, the unaudited condensed 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 unaudited condensed consolidated financial statements are reasonable. However, these allocations may not be indicative of the actual amounts that would have been recorded had Eve operated as an independent, publicly traded company for the periods presented. Prior to May 9, 2022, as a part of ERJ, Eve 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 unaudited condensed consolidated balance sheets and as a financing activity on the accompanying unaudited condensed consolidated financial statements of cash flows. The accompanying unaudited condensed consolidated financial statements are presented in US Dollar, 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. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Additionally, operating results for interim periods are not necessarily indicative of the results that can be expected for a full year. The unaudited condensed consolidated financial statements herein should be read in conjunction with our audited consolidated financial statements and notes thereto included within our most recent Annual Report on Form 10-K/A. These unaudited condensed consolidated financial statements reflect, in the opinion of Management, all material adjustments (which include only normal recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position and results of operations for the periods presented. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2 . Summary of Sign ifican t Accounting Policies The information presented under Debt updates our Significant Accounting Policies information presented in our 2022 Form 10-K/A to reflect the debt agreement Eve entered into during the three months ended March 31, 2023. Change in Carve-out Methodology The carve-out methodology was used since Eve Sub’s inception in 2017 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 . 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 5 Related Party Transactions. Since the financial activities from the MSA and SSA signature date to December 31, 2021, December 31, 2021, Management continued to use the legal entity approach until the Business Combination was consummated on May 9, 2022 (i.e., after this date no carve-out amounts were added to Eve ’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 -months period ended December 31, 2022 December 31, 2021 Separation-related Adjustments December 31, Separation-Related 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 non-current 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 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 R eporting C urrency Management has concluded that the US Dollar 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 Brazilian reais (“BRL” or “R$”). Other financial 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. Under the legal entity approach, the significant estimates include, but are not limited to the measurement of warrants, fair value measurement and income taxes. Debt On January 23, 2023, Eve entered into a line of credit agreement. Any debt or borrowings from banks with an original maturity date falling within twelve months will be classified within current liabilities, as well as the current portion of any long-term debt. Debt or borrowings from banks with maturity dates greater than twelve months (long-term debt) will be classified within non-current liabilities, net of any current portion. Refer to Note 10 New Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements 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 | 3 Months Ended |
Mar. 31, 2023 | |
Cash and cash equivalents | |
Cash and cash equivalents | 3. Cash and cash equivalents consisted of the following: March 31, December 31, 2023 2022 Cash $ 4,690,191 $ 14,446,534 Private securities (i) 4,137,035 4,483,260 Fixed deposits (ii) 3,009,967 30,216,269 Total $ 11,837,193 $ 49,146,063 (i) Applications in Bank Deposit Certificates ("CDB’s"), issued by financial institutions in Brazil, immediately available for redemption. (ii) Fixed term deposits in US Dollar with original maturities of 90 days or less. |
Financial Investments
Financial Investments | 3 Months Ended |
Mar. 31, 2023 | |
Financial investments | |
Financial investments | 4 Held to maturity (“HTM”) investments are recorded in the Condensed Consolidated Balance Sheets at amortized cost. These investments include time deposits with original maturities of one March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 199,119,647 $ - $ (702,881) $ 198,416,766 December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 178,781,549 $ - $ (1,127,925) $ 177,653,624 Allowance for losses on held to maturity debt instruments are assessed quarterly. No March 31, 2023 December 31, 2022 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 5. 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 u naudited condensed consolidated u naudited condensed consolidated 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. Effective January 1, 2022, ERJ started charging Eve Sub for R&D and selling, administrative services under the MSA and SSA, respectively (see the MSA and SSA amounts in item b 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 u naudited condensed consolidated 732,776 for the three months ended March 31, 2023 and for the three months ended March 31, 2022, respectively and were included into SG&A and R&D expenses for each of the year as follows: Three Months Ended March 31, 2023 2022 SG&A $ 218,554 $ (13,664 ) R&D 73,430 746,440 Total $ 291,984 $ 732,776 b) Transaction Costs During the three 1 c) 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 March 31, 2023, t 16,222,416 March 31, 2023, 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. d) 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 March 31, 2023, there is an outstanding related party receivable balance of $83,839,109 , ’ 16,222,416 which is mostly comprised of balances due to ERJ and Atech under the MSA e) Royalty-free licenses The agreements with ERJ also allow Eve to access royalty-free license to ERJ ’ f) 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: March 31, 2023 December 31, 2022 Assets Liabilities Assets Liabilities ERJ $ 198,509 $ 15,614,958 $ 190,518 $ 11,347,799 EAH 83,640,600 41,190 82,650,375 655,519 Atech - 351,108 13,194 136,036 Other related parties - 215,160 - 485,889 Total $ 83,839,109 $ 16,222,416 $ 82,854,087 $ 12,625,243 Operating expenses - Three Months Ended March 31, 2023 2022 ERJ $ 14,806,517 $ 6,710,098 Atech 644,885 754,136 Other related parties 204,104 - Total $ 15,655,506 $ 7,464,234 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 6. Property, Plant and Equipment Property, plant and equipment consisted of the following: March 31, December 31, 2023 2022 Development mockup $ 376,849 $ 397,785 Leasehold improvement 164,746 - Construction in progress ("CIP") 44,375 44,375 Computer hardware 8,312 9,426 Total $ 594,282 $ 451,586 The mockup was built to simulate the operation, design, interior space and cabin layout of Eve’s eVTOL. Depreciation expense for the three months ended March 31, 2023 and 2022, 22,050 |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets | |
Other Current Assets | 7. Other Current Assets Other current assets are comprised of the follo wing: March 31, December 31, 2023 2022 Prepaid Directors & Officers insurance $ 325,764 $ 1,292,317 Income tax advance payments (i) 190,579 34,642 Advances to employees 183,215 74,064 Other current assets 41,141 24,484 Total $ 740,699 $ 1,425,507 (i) Refers to federal withholding taxes and recoverable income taxes. |
Warrant liabilities
Warrant liabilities | 3 Months Ended |
Mar. 31, 2023 | |
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 11 and 16 for more details regarding the measurement of all warrants. |
Other Payables
Other Payables | 3 Months Ended |
Mar. 31, 2023 | |
Other Payables | |
Other Payables | 9. Payables Other Payables are comprise d of the follo wing items : March 31, December 31, 2023 2022 Accrued expenses (i) $ 5,046,325 $ 2,491,847 Provision for short-term incentive plan (ii) 3,087,531 2,508,143 Accruals related to payroll (iii) 1,056,677 763,031 Advances from customers (iv) 800,000 800,000 Social charges payable (v) 712,547 626,627 Long-term incentive plan (vi) 269,193 177,859 Other payable 222,020 300,738 Income tax payable 175,995 - Total $ 11,370,288 $ 7,668,245 Current portion $ 10,393,985 $ 6,648,171 Non-current portion $ 976,303 $ 1,020,074 (i) Accruals for services received from third parties whose invoices were not received. (ii) Refers to accruals payable to employees. (iii) Refers to accruals related to personnel obligations, primarily vacation expenses and other minor expenses. (iv) Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. (v) Refers to social charges and taxes applicable in relation to personnel compensation. (vi) These represent the ERJ’s LTIP obligations. The balances as of December 31, 2022, and March 31, 2023 relate to the LTIP obligation assumed by Eve towards certain grantees transferred from ERJ to Eve. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 10. Debt On January 23, 2023, Eve Brazil entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social The first line of credit (“Sub-credit A”), in the amount of R$80.00 million (approximately $16 million), will be granted in Brazilian reais by Fundo Nacional Sobre Mudança Climática The BNDES 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 BNDES 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. As of March 31, 2023, Eve has not drawn from the lines of credit. |
Stockholders equity
Stockholders equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders’ equity | |
Stockholders’ equity | 11. Stockholders’ Equity The 269,094,021 220,000,000 and 2022, 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 March 31, 2023 Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available. No dividends on common stock have been declared by the Company’s board of directors through March 31, 2023 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 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 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 basis ’ 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 29,472,536 11,622,536 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 16 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 | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 12 uments As discussed in Note 2, Change in carve-out methodology section, derivative financial instrument previously carved-out was not contributed to Eve. 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 March 31, 2023, the fair value of derivative financial instrument, which were exclusively Private Placement Warrants, was recognized as a liability in the amount of $5,757,000. As of December 31, 2022 , the fair value of derivative financial instruments was recognized as a in the amount of $3,562,500 . |
Research and Development
Research and Development | 3 Months Ended |
Mar. 31, 2023 | |
Research and Development | |
Research and Development | 13. Research and Development R&D expenses are comprised of t he f ollowing Three Months Ended March 31, 2023 2022 Outsourced service (i) $ 19,437,329 $ 8,145,863 Employees’ compensation 2,035,784 756,368 Other expenses 46,590 212,456 Travel & entertainment 8,635 - Total $ 21,528,338 $ 9,114,687 (i) For the three months ended March 31, 2023 and 2022, $15,088,828 and $7,336,164 were charged under the MSA contract, respectively. Refer to N ote 5 for additional information regarding the MSA. |
Selling, general and administra
Selling, general and administrative | 3 Months Ended |
Mar. 31, 2023 | |
Selling, general and administrative | |
Selling, general and administrative | 14 dm inistrative Selling, general and administrative expenses are comprised of the follow ing items: Three Months 2023 2022 Employees’ compensation $ 2,718,096 $ 540,465 Outsourced s ervice (i) 2,109,835 219,874 Director & Officers insurance 1,002,412 - Other expenses 240,753 27,582 Travel & entertainment 83,223 20,845 Transaction Costs - 509,267 Total $ 6,154,319 $ 1,318,033 (i) For the three months ended March 31, 2023 and 2022, $362,574 and $128,060 were charged under the SSA contract, respectively. Refer to Note 5 for additional information regarding the SSA. |
Share-based payments
Share-based payments | 3 Months Ended |
Mar. 31, 2023 | |
Share-based payments | |
Share-based payments | 15. Eve’s 2022 “ ” ’ Number of Shares Weighted Average Grant Price Weighted Average Requisite Period Granted on December 31, 2022 917,172 14.62 3.84 Granted 13,356 5.54 2.30 Forfeited (16,050 ) 11.27 - Outstanding as of March 31, 2023 914,478 Convertible as of March 31, 2023 - All expenses related to share-based plans impacted the results as follows: Three Months Ended March 31, 2023 2022 Selling, general and administrative $ 678,722 $ - Research and development 189,171 - Total 2022 Stock Incentive Plan expense $ 867,893 $ - |
Fair value measurement
Fair value measurement | 3 Months Ended |
Mar. 31, 2023 | |
Fair value measurement | |
Fair value measurement | 16. 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. Level 1 refers to During the three months ended March 31, 2023, there were no changes in the fair value methodology of the financial instruments. For the three months ended March 31, 2023 and 2022, there were no transfers between levels. March 31, 2023 Level 1 Level 2 Fair Value Liabilities Derivative financial instruments (i) - (5,757,000 ) (5,757,000 ) $ - $ (5,757,000 ) $ (5,757,000 ) (i) Refers to the Private Placement Warrants. December 31, 2022 Level 1 Level 2 Fair Value Liabilities Derivative financial instruments (i) - (3,562,500 ) (3,562,500 ) $ - $ (3,562,500 ) $ (3,562,500 ) (i) Refers to the Private Placement Warrants. The fair value of the Private Placement Warrants and the New Warrants with an exercise price of $11.50 is estimated based on the Eve’s Public Warrants fair value, since they have similar key terms. The position and changes in fair value of the Private Placement Warrants for the three months period ended March 31, 2023, as follows: Private Placement Warrants Balance as of December 31, 2022 $ 3,562,500 Change in fair value 2,194,500 Balance as of March 31, 2023 $ 5,757,000 There were no changes in fair value for the three months ended March 31, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | 17. Income Taxes Our consolidated effective income tax rate was (0.67%) and 0% for the quarters ended March 31, 2023 and 2022, respectively. The tax rate for 2023 is primarily driven by a full valuation allowance against the Company’s deferred tax assets due to historical and current losses incurred. For the three months ended March 31, 2023, Eve has recognized a current income tax expense of $173,715 due to a year-to-date income in the Brazilian jurisdiction. In 2022, the financial statements were prepared based on carve-out approach, thus no |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 31, 2023 | |
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. Three Months Ended March 31, 2023 2022 Net loss $ (25,771,982 ) $ (10,010,008 ) Net loss per share basic and diluted $ (0.09 ) $ (0.05 ) Weighted-average number of shares outstanding - basic and diluted 275,494,021 220,000,000 For the three months ended March 31, 2023 and 2022, the basic and diluted weighted-average shares outstanding included penny warrants not yet exercised of 6,400,000 and 0, respectively. March 31, 2023 57,837,014 no The following table presents the number of anti-dilutive shares excluded from the calculation of diluted net loss per share: Three Months Ended March 31, 2023 Unvested restricted stock units 914,478 Penny warrants subject to triggering events 14,172,536 Warrants "out of the money" 42,750,000 Total 57,837,014 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | 19. Commitments On August 2, 2021, Eve Soluções de Mobilidade Aérea Urbana Ltda. signed an agreement with ERJ to lease two one March 31, 2023 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Change in carve-out methodology | Change in Carve-out Methodology The carve-out methodology was used since Eve Sub’s inception in 2017 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 . 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 5 Related Party Transactions. Since the financial activities from the MSA and SSA signature date to December 31, 2021, December 31, 2021, Management continued to use the legal entity approach until the Business Combination was consummated on May 9, 2022 (i.e., after this date no carve-out amounts were added to Eve ’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 -months period ended December 31, 2022 December 31, 2021 |
Separation Related Adjustments | Separation-related Adjustments December 31, Separation-Related 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 non-current 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 |
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 R eporting C urrency Management has concluded that the US Dollar 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 Brazilian reais (“BRL” or “R$”). Other financial 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. Under the legal entity approach, the significant estimates include, but are not limited to the measurement of warrants, fair value measurement and income taxes. |
Debt | Debt On January 23, 2023, Eve entered into a line of credit agreement. Any debt or borrowings from banks with an original maturity date falling within twelve months will be classified within current liabilities, as well as the current portion of any long-term debt. Debt or borrowings from banks with maturity dates greater than twelve months (long-term debt) will be classified within non-current liabilities, net of any current portion. Refer to Note 10 |
New issued accounting pronouncements not yet adopted | New Accounting Pronouncements Not Yet Adopted There are no recent accounting pronouncements 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) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Separation-related adjustments | December 31, Separation-Related 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 non-current 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 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and cash equivalents | |
Schedule of cash and cash equivalents | March 31, December 31, 2023 2022 Cash $ 4,690,191 $ 14,446,534 Private securities (i) 4,137,035 4,483,260 Fixed deposits (ii) 3,009,967 30,216,269 Total $ 11,837,193 $ 49,146,063 (i) Applications in Bank Deposit Certificates ("CDB’s"), issued by financial institutions in Brazil, immediately available for redemption. (ii) Fixed term deposits in US Dollar with original maturities of 90 days or less. |
Financial Investments (Tables)
Financial Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Financial investments | |
Schedule of Financial Investments | March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 199,119,647 $ - $ (702,881) $ 198,416,766 December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value HTM securities, at cost: Time deposits $ 178,781,549 $ - $ (1,127,925) $ 177,653,624 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Schedule of corporate costs from transactions with related party | Three Months Ended March 31, 2023 2022 SG&A $ 218,554 $ (13,664 ) R&D 73,430 746,440 Total $ 291,984 $ 732,776 |
Schedule of Related Party Transactions | March 31, 2023 December 31, 2022 Assets Liabilities Assets Liabilities ERJ $ 198,509 $ 15,614,958 $ 190,518 $ 11,347,799 EAH 83,640,600 41,190 82,650,375 655,519 Atech - 351,108 13,194 136,036 Other related parties - 215,160 - 485,889 Total $ 83,839,109 $ 16,222,416 $ 82,854,087 $ 12,625,243 Operating expenses - Three Months Ended March 31, 2023 2022 ERJ $ 14,806,517 $ 6,710,098 Atech 644,885 754,136 Other related parties 204,104 - Total $ 15,655,506 $ 7,464,234 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment | |
Schedule of Property, plant and equipment | March 31, December 31, 2023 2022 Development mockup $ 376,849 $ 397,785 Leasehold improvement 164,746 - Construction in progress ("CIP") 44,375 44,375 Computer hardware 8,312 9,426 Total $ 594,282 $ 451,586 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets | |
Schedule of Other Current Assets | March 31, December 31, 2023 2022 Prepaid Directors & Officers insurance $ 325,764 $ 1,292,317 Income tax advance payments (i) 190,579 34,642 Advances to employees 183,215 74,064 Other current assets 41,141 24,484 Total $ 740,699 $ 1,425,507 (i) Refers to federal withholding taxes and recoverable income taxes. |
Other Payables (Tables)
Other Payables (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Payables | |
Summary of other payables | March 31, December 31, 2023 2022 Accrued expenses (i) $ 5,046,325 $ 2,491,847 Provision for short-term incentive plan (ii) 3,087,531 2,508,143 Accruals related to payroll (iii) 1,056,677 763,031 Advances from customers (iv) 800,000 800,000 Social charges payable (v) 712,547 626,627 Long-term incentive plan (vi) 269,193 177,859 Other payable 222,020 300,738 Income tax payable 175,995 - Total $ 11,370,288 $ 7,668,245 Current portion $ 10,393,985 $ 6,648,171 Non-current portion $ 976,303 $ 1,020,074 (i) Accruals for services received from third parties whose invoices were not received. (ii) Refers to accruals payable to employees. (iii) Refers to accruals related to personnel obligations, primarily vacation expenses and other minor expenses. (iv) Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. (v) Refers to social charges and taxes applicable in relation to personnel compensation. (vi) These represent the ERJ’s LTIP obligations. The balances as of December 31, 2022, and March 31, 2023 relate to the LTIP obligation assumed by Eve towards certain grantees transferred from ERJ to Eve. |
Stockholders equity (Tables)
Stockholders equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders’ equity | |
Schedule of common stock reserved for future issuance | 2022 Stock Incentive Plan 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 |
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 |
Research and Development (Table
Research and Development (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Research and Development | |
Research and Development | Three Months Ended March 31, 2023 2022 Outsourced service (i) $ 19,437,329 $ 8,145,863 Employees’ compensation 2,035,784 756,368 Other expenses 46,590 212,456 Travel & entertainment 8,635 - Total $ 21,528,338 $ 9,114,687 (i) For the three months ended March 31, 2023 and 2022, $15,088,828 and $7,336,164 were charged under the MSA contract, respectively. Refer to N ote 5 for additional information regarding the MSA. |
Selling, general and administ_2
Selling, general and administrative (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Selling, general and administrative | |
Schedule of selling, general and administrative expenses | Three Months 2023 2022 Employees’ compensation $ 2,718,096 $ 540,465 Outsourced s ervice (i) 2,109,835 219,874 Director & Officers insurance 1,002,412 - Other expenses 240,753 27,582 Travel & entertainment 83,223 20,845 Transaction Costs - 509,267 Total $ 6,154,319 $ 1,318,033 (i) For the three months ended March 31, 2023 and 2022, $362,574 and $128,060 were charged under the SSA contract, respectively. Refer to Note 5 for additional information regarding the SSA. |
Share-based payments (Tables)
Share-based payments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based payments | |
Schedule of restricted stock units award activities | Number of Shares Weighted Average Grant Price Weighted Average Requisite Period Granted on December 31, 2022 917,172 14.62 3.84 Granted 13,356 5.54 2.30 Forfeited (16,050 ) 11.27 - Outstanding as of March 31, 2023 914,478 Convertible as of March 31, 2023 - |
Schedule of expenses related to share-based plans | Three Months Ended March 31, 2023 2022 Selling, general and administrative $ 678,722 $ - Research and development 189,171 - Total 2022 Stock Incentive Plan expense $ 867,893 $ - |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair value measurement | |
Schedule of company’s financial assets and liabilities by level within the fair value hierarchy | March 31, 2023 Level 1 Level 2 Fair Value Liabilities Derivative financial instruments (i) - (5,757,000 ) (5,757,000 ) $ - $ (5,757,000 ) $ (5,757,000 ) (i) Refers to the Private Placement Warrants. December 31, 2022 Level 1 Level 2 Fair Value Liabilities Derivative financial instruments (i) - (3,562,500 ) (3,562,500 ) $ - $ (3,562,500 ) $ (3,562,500 ) |
Schedule of change in the fair value of the Private Placement Warrants | Private Placement Warrants Balance as of December 31, 2022 $ 3,562,500 Change in fair value 2,194,500 Balance as of March 31, 2023 $ 5,757,000 |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings per share | |
Schedule of earnings per share | Three Months Ended March 31, 2023 2022 Net loss $ (25,771,982 ) $ (10,010,008 ) Net loss per share basic and diluted $ (0.09 ) $ (0.05 ) Weighted-average number of shares outstanding - basic and diluted 275,494,021 220,000,000 |
Schedule of number of anti-dilutive shares excluded from the calculation of diluted net loss per share | Three Months Ended March 31, 2023 Unvested restricted stock units 914,478 Penny warrants subject to triggering events 14,172,536 Warrants "out of the money" 42,750,000 Total 57,837,014 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 3 Months Ended | ||
May 09, 2022 shares | Mar. 31, 2023 | Apr. 04, 2022 USD ($) $ / shares shares | |
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 (in shares) | 35,730,000 | ||
Share price (in dollars per share) | $ / 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 (in 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 (in 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 (as a percent) | 90% | ||
Business Combination Agreement | Zanite Acquisition Corp. | Common stock | Class A | |||
Disclosure of general information about entity [line items] | |||
Stock conversion ratio | 0.01 | ||
Business Combination Agreement | Zanite Acquisition Corp. | Common stock | Class B | |||
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) | 220,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||||
Cash and cash equivalents | $ 11,837,193 | $ 49,146,063 | $ 14,376,523 | |
Related party receivables | 198,509 | 203,712 | 220,000 | |
Other current assets | 740,699 | 1,425,507 | 6,274,397 | |
Total current assets | 295,536,648 | 312,207,206 | 20,870,920 | |
Capitalized software, net | 699,753 | |||
Total assets | 296,338,106 | 312,875,428 | 21,570,673 | |
Current liabilities: | ||||
Accounts payable | 490,148 | 2,097,097 | 877,641 | |
Related party payables | 16,222,416 | 12,625,243 | 8,642,340 | |
Derivative financial instruments | 5,757,000 | 3,562,500 | 32,226 | |
Other payables | 10,393,985 | 6,648,171 | 616,156 | |
Total current liabilities | 32,863,549 | 24,933,011 | 10,168,363 | |
Other non-current payables | 976,303 | 1,020,074 | 702,921 | |
Total liabilities | 33,839,852 | 25,953,085 | 10,871,284 | |
Net parent equity | ||||
Net parent investment | 10,731,615 | |||
Accumulated other comprehensive income/ (loss) | (32,226) | |||
Total stockholders' equity | 262,498,254 | 286,922,343 | $ 746,537 | 10,699,389 |
Total liabilities and stockholders' equity | $ 296,338,106 | $ 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 non-current 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 non-current 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) | |||
Total liabilities and stockholders' equity | $ (708,328) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textuals) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Stock conversion ratio | 0.01 |
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 |
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 |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents | ||||
Cash | $ 4,690,191 | $ 14,446,534 | ||
Cash equivalents - Private securities | [1] | 4,137,035 | 4,483,260 | |
Fixed deposits | [2] | 3,009,967 | 30,216,269 | |
Total cash and cash equivalents | $ 11,837,193 | $ 49,146,063 | $ 14,376,523 | |
[1] Applications in Bank Deposit Certificates ("CDB’s"), issued by financial institutions in Brazil, immediately available for redemption. Fixed term deposits in US Dollar with original maturities of 90 days or less. |
Financial investments (Details
Financial investments (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Summary of Investment Holdings [Line Items] | ||
Amortized Cost | $ 199,119,647 | $ 178,781,549 |
Held-to-Maturity Securities [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Amortized Cost | 199,119,647 | 178,781,549 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (702,881) | (1,127,925) |
Fair Value | $ 198,416,766 | $ 177,653,624 |
Financial investments (Detail_2
Financial investments (Details Textuals 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Financial investments | ||
Maturity of time deposits | 90 days | |
Impaired financing receivable related allowance | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | $ 291,984 | $ 732,776 |
Selling, General and Administrative Expenses | ||
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | 218,554 | (13,664) |
R&D expenses | ||
Related Party Transaction [Line Items] | ||
Allocated corporate costs (income) | $ 73,430 | $ 746,440 |
Related Party Transactions (D_2
Related Party Transactions (Details 2) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Assets | $ 83,839,109 | $ 82,854,087 | |
Liabilities | 16,222,416 | 12,625,243 | |
Operating expenses | 15,655,506 | $ 7,464,234 | |
ERJ | |||
Related Party Transaction [Line Items] | |||
Assets | 198,509 | 190,518 | |
Liabilities | 15,614,958 | 11,347,799 | |
Operating expenses | 14,806,517 | 6,710,098 | |
Embraer Aircraft Holding Inc. (“EAH”) | |||
Related Party Transaction [Line Items] | |||
Assets | 83,640,600 | 82,650,375 | |
Liabilities | 41,190 | 655,519 | |
Atech | |||
Related Party Transaction [Line Items] | |||
Assets | 0 | 13,194 | |
Liabilities | 351,108 | 136,036 | |
Operating expenses | 644,885 | 754,136 | |
Other related parties | |||
Related Party Transaction [Line Items] | |||
Assets | 0 | 0 | |
Liabilities | 215,160 | $ 485,889 | |
Operating expenses | $ 204,104 | $ 0 |
Related Party Transactions (D_3
Related Party Transactions (Details 3 - Textuals) - USD ($) | 3 Months Ended | ||||
Dec. 14, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 01, 2022 | |
Related Party Transaction [Line Items] | |||||
Allocated corporate costs (income) | $ 291,984 | $ 732,776 | |||
Outstanding related party payable | 16,222,416 | $ 12,625,243 | |||
Related party transaction, incurred cost from transactions with related party | 15,655,522 | ||||
Outstanding related party receivable | 83,839,109 | 82,854,087 | |||
Master Service Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding related party payable | 15,692,297 | ||||
Related party transaction, incurred cost from transactions with related party | $ 15,088,828 | ||||
Service agreement fees and expenses settlement days | 45 days | ||||
Shared Service Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Outstanding related party payable | $ 273,769 | ||||
Related party transaction, incurred cost from transactions with related party | $ 362,574 | ||||
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 | ||||
Selling, General and Administrative Expenses | |||||
Related Party Transaction [Line Items] | |||||
Allocated corporate costs (income) | $ 218,554 | (13,664) | |||
Research and Development Expense [Member] | |||||
Related Party Transaction [Line Items] | |||||
Allocated corporate costs (income) | 73,430 | $ 746,440 | |||
ERJ | |||||
Related Party Transaction [Line Items] | |||||
Outstanding related party payable | 15,614,958 | 11,347,799 | |||
Outstanding related party receivable | 198,509 | 190,518 | |||
ERJ | 2022 Stock Incentive Plan | |||||
Related Party Transaction [Line Items] | |||||
Outstanding related party receivable | 198,509 | ||||
ERJ | Master Service Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Period of service agreement renewal term | 1 year | ||||
Atech | |||||
Related Party Transaction [Line Items] | |||||
Outstanding related party payable | 351,108 | 136,036 | |||
Outstanding related party receivable | 0 | 13,194 | |||
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 | 41,190 | 655,519 | |||
Outstanding related party receivable | 83,640,600 | 82,650,375 | |||
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 | 215,160 | 485,889 | |||
Outstanding related party receivable | $ 0 | $ 0 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Total | $ 594,282 | $ 451,586 |
Development mockup | ||
Property, Plant and Equipment | ||
Total | 376,849 | 397,785 |
Leasehold improvement | ||
Property, Plant and Equipment | ||
Total | 164,746 | 0 |
Construction in progress ("CIP") | ||
Property, Plant and Equipment | ||
Total | 44,375 | 44,375 |
Computer hardware | ||
Property, Plant and Equipment | ||
Total | $ 8,312 | $ 9,426 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details 1 - Textuals) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment | ||
Depreciation and amortization expenses | $ 22,050 | $ 0 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Current Assets | ||||
Prepaid Directors & Officers insurance | $ 325,764 | $ 1,292,317 | ||
Income tax advance payments | [1] | 190,579 | 34,642 | |
Advances to employees | 183,215 | 74,064 | ||
Other current assets | 41,141 | 24,484 | ||
Total | $ 740,699 | $ 1,425,507 | $ 6,274,397 | |
[1] Refers to federal withholding taxes and recoverable income taxes. |
Warrant liabilities (Details Te
Warrant liabilities (Details Textuals) | 3 Months Ended | |
Mar. 31, 2023 $ / shares shares | May 09, 2022 $ / shares | |
Class of Warrant or Right [Line Items] | ||
Number of securities called by each warrant | shares | 1 | |
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 | $ / shares | $ 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 | $ / 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 or right, threshold period for send notice of redemption | 3 days | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants or rights issued | shares | 14,250,000 | |
Common Stock, Exercise price | $ / shares | $ 11.5 | $ 11.5 |
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days | |
Class of warrant, date from which warrants exercisable | Jun. 08, 2022 |
Other Payables - Summary of ot
Other Payables - Summary of other payables (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Payables | ||||
Accrued expenses | [1] | $ 5,046,325 | $ 2,491,847 | |
Provision for short-term incentive plan | [2] | 3,087,531 | 2,508,143 | |
Accruals related to payroll | [3] | 1,056,677 | 763,031 | |
Advances from customers | [4] | 800,000 | 800,000 | |
Social charges payable | [5] | 712,547 | 626,627 | |
Other payable | 222,020 | 300,738 | ||
Income tax payable | 175,995 | 0 | ||
Long-term incentive | [6] | 269,193 | 177,859 | |
Total | 11,370,288 | 7,668,245 | ||
Current portion | 10,393,985 | 6,648,171 | $ 616,156 | |
Non-current portion | $ 976,303 | $ 1,020,074 | $ 702,921 | |
[1] Accruals for services received from third parties whose invoices were not received. Refers to accruals related to personnel obligations, primarily vacation expenses and other minor expenses. Refers to advances from customers which have signed a letter of intent to purchase eVTOLs. Refers to social charges and taxes applicable in relation to personnel compensation. These represent the ERJ’s LTIP obligations. The balances as of December 31, 2022, and March 31, 2023 relate to the LTIP obligation assumed by Eve towards certain grantees transferred from ERJ to Eve. |
Debt (Details Textuals)
Debt (Details Textuals) R$ in Thousands | 3 Months Ended | |
Jan. 23, 2023 BRL (R$) | Mar. 31, 2023 USD ($) | |
Brazil’s National Development Bank (“BNDES”) | First line of credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, interest rate | 4.55% | |
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | First line of credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit | R$ 80000 | $ 16,000,000 |
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | Second line of credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit | R$ 410000 | 80,000,000 |
Loan Agreement | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Covenant Terms | within 36 months from the date of signing of the BNDES Loan Agreement. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid by no later than February 15, 2035. | |
Loan Agreement | Brazil’s National Development Bank (“BNDES”) | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, interest rate | 1.10% | |
Eve Brazil | Brazil’s National Development Bank (“BNDES”) | ||
Line of Credit Facility [Line Items] | ||
Commitment fee amount | R$ 2050 | 400,000 |
Eve Brazil | Loan Agreement | Brazil’s National Development Bank (“BNDES”) | Two lines of credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit | R$ 490000 | $ 96,000,000 |
Stockholders equity (Details)
Stockholders equity (Details) | Mar. 31, 2023 shares |
Summary of common stock reserved for future issuance | |
Common stock reserved for future issuance | 11,622,536 |
2022 Stock Incentive Plan | |
Summary of common stock reserved for future issuance | |
Common stock reserved for future issuance | 8,730,000 |
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 |
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) | 3 Months Ended | |||||
Oct. 06, 2022 shares | Mar. 31, 2023 USD ($) Number $ / shares shares | Dec. 31, 2022 $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | May 09, 2022 $ / shares | Mar. 31, 2022 shares | |
Class of Stock [Line Items] | ||||||
Common stock reserved for future issuance | 11,622,536 | |||||
Common stock, par value (in dollars per share) | $ / 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 | 220,000,000 | |||
Common stock, shares outstanding | 269,094,021 | 220,000,000 | 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 | |||||
Stock conversion ratio | 0.01 | |||||
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 (in dollars per share) | $ / 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 | 29,472,536 | |||||
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_2
Derivative Financial Instruments - Additional Information (Details) | Dec. 31, 2022 USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative Instruments in Hedges, Assets, at Fair Value | $ 3,562,500 |
Zanite Acquisition Corp. | Private Placement Warrants | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative Instruments in Hedges, Assets, at Fair Value | $ 5,757,000 |
Research and Development (Detai
Research and Development (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Research And Development [Line Items] | |||
Total | $ 21,528,338 | $ 9,114,687 | |
Research and Development Expense [Member] | |||
Research And Development [Line Items] | |||
Outsourced service | [1] | 19,437,329 | 8,145,863 |
Employees’ compensation | 2,035,784 | 756,368 | |
Other expenses | 46,590 | 212,456 | |
Travel & entertainment | 8,635 | 0 | |
Total | $ 21,528,338 | $ 9,114,687 | |
[1] For the three months ended March 31, 2023 and 2022, $15,088,828 and $7,336,164 were charged under the MSA contract, respectively. Refer to N ote 5 for additional information regarding the MSA. |
Research and Development (Det_2
Research and Development (Details 1 - Textuals) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Research and Development Expense [Member] | Master Service Agreement [Member] | ||
Research And Development [Line Items] | ||
Outsourced service charged from related parties | $ 15,088,828 | $ 7,336,164 |
Selling, general and administ_3
Selling, general and administrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Selling, General and Administrative | |||
Total | $ 6,154,319 | $ 1,318,033 | |
Selling, General and Administrative Expenses [Member] | |||
Selling, General and Administrative | |||
Employees’ compensation | 2,718,096 | 540,465 | |
Outsourced service | [1] | 2,109,835 | 219,874 |
Director & Officers insurance | 1,002,412 | 0 | |
Other Expenses | 240,753 | 27,582 | |
Travel & entertainment | 83,223 | 20,845 | |
Transaction Costs | 0 | 509,267 | |
Total | $ 6,154,319 | $ 1,318,033 | |
[1] For the three months ended March 31, 2023 and 2022, $362,574 and $128,060 were charged under the SSA contract, respectively. Refer to Note 5 for additional information regarding the SSA. |
Selling, general and administ_4
Selling, general and administrative (Details 1 - Textuals) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Selling, General and Administrative Expenses [Member] | Shared Service Agreement [Member] | ||
Selling, General and Administrative | ||
Outsourced service charged from related parties | $ 362,574 | $ 128,060 |
Share-based payments (Details)
Share-based payments (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Beginning balance | 914,478 | 917,172 |
Granted | 13,356 | |
Forfeited | (16,050) | |
Ending balance | 914,478 | 917,172 |
Convertible | 0 | |
Weighted Average Grant Price | ||
Beginning balance | $ 14.62 | |
Granted | $ 5.54 | |
Forfeited | $ 11.27 | |
Ending balance | $ 14.62 | |
Outstanding | 3 years 10 months 2 days | |
Granted | 2 years 3 months 18 days |
Share-based payments (Details 1
Share-based payments (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total 2022 Stock Incentive Plan expense | $ 867,893 | $ 0 |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total 2022 Stock Incentive Plan expense | 678,722 | 0 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Total 2022 Stock Incentive Plan expense | $ 189,171 | $ 0 |
Share-based payments (Details 2
Share-based payments (Details 2 - Textuals) - Stock Incentive Plan 2022 - Restricted Stock Units (“RSUs”) | 3 Months Ended |
Mar. 31, 2023 | |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based compensation award vesting period | 2 years |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Share-based compensation award vesting period | 5 years |
Fair value measurement (Details
Fair value measurement (Details) - Fair Value, Recurring - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | ||
Fair Value | ||||
Liabilities | ||||
Derivative financial instruments | $ (5,757,000) | [1] | $ (3,562,500) | [2] |
Total liabilities | (5,757,000) | (3,562,500) | ||
Level 1 | ||||
Liabilities | ||||
Derivative financial instruments | 0 | [1] | 0 | [2] |
Total liabilities | 0 | 0 | ||
Level 2 | ||||
Liabilities | ||||
Derivative financial instruments | (5,757,000) | [1] | (3,562,500) | [2] |
Total liabilities | $ (5,757,000) | $ (3,562,500) | ||
[1] Refers to the Private Placement Warrants. Refers to the Private Placement Warrants. |
Fair value measurement (Detai_2
Fair value measurement (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Change in fair value | $ 0 | |
Private Placement Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||
Fair value of the derivative liabilities, beginning balance | $ 3,562,500 | |
Change in fair value | 2,194,500 | |
Fair value of the derivative liabilities, ending balance | $ 5,757,000 |
Fair value measurement (Detai_3
Fair value measurement (Details 3 - Textuals) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | May 09, 2022 | |
Fair value measurement | |||
Change in fair value | $ 0 | ||
Private Placement Warrants | |||
Fair value measurement | |||
Exercise price of warrants | $ 11.5 | $ 11.5 | |
Change in fair value | $ 2,194,500 | ||
Strategic Warrants, three | Market Warrants | |||
Fair value measurement | |||
Exercise price of warrants | $ 11.5 | $ 11.5 |
Income Taxes (Details 4 - Textu
Income Taxes (Details 4 - Textuals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Taxes [Line Items] | |||
Effective income tax rates for continuing operations | 0.67% | 0% | |
Current income tax expense | $ 173,715 | $ 0 | $ 0 |
Net operating losses | $ (27,682,657) | $ (10,432,720) | |
Common stock, voting rights | one vote per share |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings per share | ||
Net loss | $ (25,771,982) | $ (10,010,008) |
Net loss per share basic (in dollars per share) | $ (0.09) | $ (0.05) |
Net loss per share diluted (in dollars per share) | $ (0.09) | $ (0.05) |
Weighted-average number of shares outstanding - basic | 275,494,021 | 220,000,000 |
Weighted-average number of shares outstanding - diluted | 275,494,021 | 220,000,000 |
Earnings per share (Details 1)
Earnings per share (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,837,014 | 0 |
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 | 914,478 | |
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) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,837,014 | 0 |
Penny warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Number of warrants issued | 6,400,000 | 0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,172,536 |
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 | 3 Months Ended | |
Jan. 23, 2023 BRL (R$) | Mar. 31, 2023 USD ($) | |
Brazil’s National Development Bank (“BNDES”) | First line of credit | ||
Subsequent Event [Line Items] | ||
Line of credit facility, interest rate | 4.55% | |
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | First line of credit | ||
Subsequent Event [Line Items] | ||
Line of credit | R$ 80000 | $ 16,000,000 |
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | Second line of credit | ||
Subsequent Event [Line Items] | ||
Line of credit | R$ 410000 | 80,000,000 |
Loan Agreement | ||
Subsequent Event [Line Items] | ||
Line of Credit Facility, Covenant Terms | within 36 months from the date of signing of the BNDES Loan Agreement. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid by no later than February 15, 2035. | |
Loan Agreement | Brazil’s National Development Bank (“BNDES”) | ||
Subsequent Event [Line Items] | ||
Line of credit facility, interest rate | 1.10% | |
Fixed Rate of Interest Publish Terms | 15 days | |
Eve Brazil | Brazil’s National Development Bank (“BNDES”) | ||
Subsequent Event [Line Items] | ||
Commitment fee amount | R$ 2050 | 400,000 |
Eve Brazil | Loan Agreement | Brazil’s National Development Bank (“BNDES”) | Two lines of credit | ||
Subsequent Event [Line Items] | ||
Line of credit | R$ 490000 | $ 96,000,000 |