Delaware |
3721 |
85-2549808 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Paul T. Schnell Thomas W. Greenberg Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001-8602 Tel: (212) 735-3000 |
P. Michelle Gasaway, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Tel: (213) 687-5000 |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ | |||
Emerging growth company |
☒ |
PRELIMINARY PROSPECTUS |
Subject to Completion, August 24, 2022 |
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F-1 |
• | the outcome of any legal proceedings that may be instituted against us following the business combination; |
• | the ability to maintain the listing of our shares of common stock on the NYSE; |
• | the risk that the business combination disrupts our current plans and operations as a result of the announcement and consummation of the transactions described herein; |
• | our ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and our ability to grow and manage growth profitably following the Equity Exchange; |
• | changes in applicable laws or regulations; |
• | the impact of the COVID-19 pandemic; |
• | the risk of global and regional economic downturns; |
• | competition from other manufacturers and operators of eVTOL and other methods of air or ground transportation; |
• | our projected financial information, anticipated growth rate, and market opportunity; |
• | foreign currency, interest rate, exchange rate and commodity price fluctuations; |
• | various environmental requirements; |
• | retention or recruitment of executive and senior management and other key employees; |
• | the possibility that we may be adversely affected by other economic, business, and/or competitive factors; |
• | our ability to maintain an effective system of internal controls over financial reporting; |
• | our ability to grow market share in its existing markets or any new markets we may enter; |
• | our ability to respond to general economic conditions; |
• | our ability to manage our growth effectively; |
• | our ability to achieve and maintain profitability in the future; |
• | our ability to access sources of capital to finance operations and growth; |
• | the success of strategic relationships with third parties; |
• | reliance on services to be provided by Embraer and other third parties; and |
• | other risks and uncertainties described in this prospectus, including those under “ Risk Factors |
1. | The Pre-Closing Restructuringnon-voting preferred stock of EAH. |
2. | The Preferred Stock Sale non-voting preferred stock for an aggregate purchase price of $9,973,750 (the “Preferred Stock Sale |
3. | The Equity Exchange |
• | The market for Urban Air Mobility (UAM) has not been established with precision, is still emerging and may not achieve the growth potential we expect, or may grow more slowly than expected. |
• | There may be reluctance by consumers to adopt this new form of mobility, or unwillingness to pay our projected prices. |
• | There may be rejection of eVTOL operation in certain localities due to a perceived risk of safety or burden on local communities from eVTOL operations. |
• | If current airspace regulations are not modified to increase air traffic capacity, our business could be subject to considerable capacity limitations. |
• | Urban Air Traffic Management (UATM) may not be able to provide adequate situational awareness and equitable airspace access to eVTOLs or may not allow industrial scalability. |
• | Risk that the regulatory environment for third-party service and technology providers (which UATM could be labeled as) may not be specific enough to support our UATM solution, or may delay its adoption. |
• | Our UATM solution may underperform if it has a defect or it is not delivered on the projected timeline. |
• | We may not be able to launch our eVTOL and related services on the timeline projected. |
• | We may be unable to secure third parties to provide aerial ridesharing services and to make the necessary changes to, and operate, vertiports using our aircrafts, or otherwise make the services sufficiently convenient to drive customer adoption. |
• | Our customers’ perception of us and our reputation may be impacted by the broader industry and customers may not differentiate our aircraft and services from our competitors. |
• | Our prospects and operations may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for UAM services, including changes resulting from the COVID-19 pandemic. |
• | Neither we nor Embraer have manufactured or delivered any eVTOL aircraft to customers, which makes evaluating our business and future prospects difficult and increases the risk of investment. |
• | Our eVTOL aircraft may not perform at the level we expect, and may have potential defects, such as higher than expected noise profile, lower payload than initially estimated, shorter range, higher unit cost, higher cost of operation, perceived discomfort during transition phase and/or shorter useful lives than we anticipate. |
• | We may not be able to produce aircraft in the volumes and on the timelines projected. |
• | Crashes, accidents or incidents of eVTOL aircraft or involving UATM solutions, lithium batteries involving us or our competitors could have a material adverse effect on its business, financial condition, and results of operations. |
• | We currently rely and expect to continue to rely on Embraer to provide services, products, parts and components required to develop and certify our aircraft and to supply critical services, components and systems necessary for our operations, which exposes us to a number of risks and uncertainties outside our control. |
• | EAH is a majority stockholder of Eve Holding. The concentration of ownership may affect the market demand for our shares. |
• | We currently do not have a defined strategy for the manufacturing of our aircraft following type certification, which exposes us to a number of risks and uncertainties outside our control. |
• | Our agreements with our customers are non-binding and constitutes all of the current orders for our aircraft. If we do not enter into definitive agreements with our customers, or the conditions to our customer’s order (if any) are not met, or if such orders (if any) are cancelled, modified or delayed, our prospects, results of operations, liquidity and cash flow will be harmed. |
• | We may be unable to obtain relevant regulatory approvals for the commercialization of our aircraft, including Type Certification, Production Certification, and Operating Certification approvals for permitting new infrastructure or access existing infrastructure or otherwise. |
• | Changes in government regulation imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions. |
• | If conflicts arise between us and our strategic partners, our business could be adversely affected or these parties may act in a manner adverse to us. |
• | The failure of certain advances in technology such as autonomy or battery density to mature at the rates we project may impact our ability to increase the volume of our service and/or drive down end-user pricing at the rates we project. |
• | We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to achieve or maintain profitability. |
• | We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our aircraft and customer data processed by our third-party vendors. |
• | Our available capital resources may not be sufficient to meet the requirements for additional capital. |
• | Brazilian political and economic conditions have a direct impact on our business, and such conditions could adversely affect our business, financial condition and results of operations. |
• | Our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this prospectus. |
Issuer |
Eve Holding, Inc. | |
Issuance of Common Stock |
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Total shares of our Common Stock issuable upon exercise of all warrants |
61,400,000 shares | |
(1) Shares of our Common Stock issuable upon exercise of all public warrants and private placement warrants |
25,750,000 shares • 11,500,000 public warrants • 14,250,000 private placement warrants | |
(1) Exercise Price of the public warrants and private placement warrants |
$11.50 per share, subject to adjustment as described herein | |
(2) Shares of our Common Stock issuable upon exercise of new warrants |
35,650,000 shares | |
(2) Exercise Price of new warrants |
• $0.01 per share (18,650,000 shares) • $15.00 per share (12,000,000 shares) • $11.50 per share (5,000,000 shares) | |
Use of Proceeds for Warrants |
We will receive up to an aggregate of approximately $533,811,500 from the exercise of all warrants, assuming the exercise in full of such warrants for cash. We expect to use the net proceeds from the exercise of the warrants for general corporate purposes. See the section of this prospectus titled “ Use of Proceeds | |
The warrant agreements provide for the issuance of such warrants upon the Closing and/or achievement of certain UAM Business milestones, which milestones include, as applicable for the particular investor, (a) receipt of the |
first type certification for eVTOL in compliance with certain airworthiness authorities, (b) receipt of the first binding commitment from a third party to purchase eVTOL jointly developed by Embraer and a certain Strategic Investor for the defense and security technology market, (c) the eVTOL’s successful entry into service, (d) the completion of the initial term of a certain engineering services agreement to be entered into with a certain Strategic Investor (e) receipt of binding commitments from certain Strategic Investors for an aggregate of 500 eVTOLs, (f) receipt of an initial deposit to purchase 200 eVTOLs from certain Strategic Investor, (g) the mutual agreement to continue to collaborate beyond December 31, 2022 with a certain Strategic Investor and (h) the time at which ten vertiports that have been developed or implemented with the services of a certain Strategic Investor have entered operation or are technically capable of entering operation. | ||
Resale of Common Stock and Warrants |
||
Shares of Common Stock offered by the Selling Securityholders hereunder |
311,780,000 shares • 220,000,000 shares (Equity Exchange) • 35,730,000 shares (PIPE Investment) • 5,750,000 shares (founder shares) • 400,000 shares (restricted stock units and shares) • 14,250,000 shares (underlying private placement warrants) • 35,650,000 shares (underlying new warrants) | |
Private placement warrants offered by the Selling Securityholders hereunder |
14,250,000 warrants | |
Redemption |
The public warrants, the private placement warrants and certain new warrants are redeemable in certain circumstances. See the section of this prospectus titled “ Description of Securities | |
Use of Proceeds |
We will not receive any proceeds from the resale of our common stock and warrants offered by the Selling Securityholders under this prospectus. See the section of this prospectus titled “ Use of Proceeds | |
Risk Factors |
See the section titled “ Risk Factors | |
NYSE Symbol |
“EVEX” for our common stock and “EVEXW” for our warrants. | |
Lock-Up Restrictions |
Of the 311,780,000 shares of common stock that may be offered or sold by Selling Securityholders identified in this prospectus, 247,340,000 of those shares are subject to certain lock-up restrictions further described elsewhere in this prospectus. |
• | design and produce safe, reliable and quality eVTOL aircraft on an ongoing basis; |
• | obtain the necessary regulatory approvals in a timely manner, including receipt of governmental authority for manufacturing the equipment and, in turn, marketing, selling and operating our UAM services; |
• | develop a UATM solution; |
• | build a well-recognized and respected brand; |
• | establish and expand our customer base and strategic partners; |
• | successfully market not just our eVTOL aircraft but also the other services we intend to provide, such as maintenance, materials, technical support and training services; |
• | successfully service our eVTOL aircraft after sales and maintain a good flow of spare parts and customer goodwill; |
• | improve and maintain our operational efficiency; |
• | successfully execute our manufacturing and production model and maintain a reliable, secure, high- performance and scalable technology infrastructure; |
• | predict our future revenues and appropriately budget for our expenses; |
• | attract, retain and motivate talented employees; |
• | anticipate trends that may emerge and affect our business; |
• | anticipate and adapt to changing market conditions, including technological developments and changes in competitive landscape; and |
• | navigate an evolving and complex regulatory environment. |
• | market acceptance of eVTOL aircraft; |
• | state, federal or municipal licensing requirements and other regulatory measures; |
• | third-party operators to develop and launch aerial ride sharing services; |
• | urban air traffic management system availability; |
• | necessary changes to vertiport infrastructure to enable adoption, including installation of necessary charging equipment; and |
• | public perception regarding the noise and safety of eVTOL aircraft. |
• | as noted below, any patent applications we submit may not result in the issuance of patents (and some utility patents have not yet been issued to us based on our pending applications); |
• | the scope of our utility patents that may subsequently be issued may not be broad enough to protect our proprietary rights; |
• | any of our patents that have been issued or may be issued may be challenged or invalidated by third parties; |
• | our employees, volunteers or business partners may breach their confidentiality, non-disclosure and non-use obligations to us; |
• | third parties may independently develop technologies that are the same or similar to ours; |
• | unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary; |
• | intellectual property, trade secrets or other proprietary or competitively sensitive information may be improperly obtained through a cyber-attack or other breach of our systems or our vendor’s systems; |
• | our non-disclosure agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to ours, and there can be no assurance that our competitors or third parties will comply with the terms of these agreements, or that we will be able to successfully enforce such agreements or obtain sufficient remedies if they are breached; |
• | the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; and |
• | current and future competitors may challenge or circumvent or otherwise design around our patents. |
• | cease development, sales or use of its products that incorporate the asserted intellectual property; |
• | pay substantial damages; |
• | obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or available at all; or |
• | re-design one or more aspects or systems of our aircraft or other offerings. |
• | continue to design, develop, manufacture and move towards marketing our aircraft; |
• | expand our production capabilities through Embraer, including costs associated with outsourcing the manufacturing of our aircraft; |
• | build up inventories of parts and components for our aircraft; |
• | manufacture an inventory of our aircraft; |
• | expand our design, development and servicing capabilities; |
• | develop commercial and strategic partnerships for fleet operations for a fleet of our eVTOL and/or third parties; |
• | continue to develop our air traffic management system; |
• | hire more employees; |
• | continue research and development efforts relating to new products and technologies; |
• | increase our sales and marketing activities and develop our distribution infrastructure; and |
• | increase our general and administrative functions to support our growing operations and to operate as a public company. |
• | complaints or negative publicity or reviews about us, Embraer, independent third - |
• | changes to our operations, safety and security, privacy or other policies that users or others perceive as overly restrictive, unclear or inconsistent with our values; |
• | illegal, negligent, reckless or otherwise inappropriate behavior by Embraer, fliers, independent or other third parties involved in the operation of our business or by our management team or other employees; |
• | actual or perceived disruptions or defects in our flight control software, such as data security incidents, platform outages, payment processing disruptions or other incidents that impact the availability, reliability or security of our offerings; |
• | litigation over, or investigations by regulators into, our operations or those of Embraer or our independent third - |
• | a failure to operate our business in a way that is consistent with our values; |
• | negative responses by independent third - |
• | perception of our treatment of employees, contractors or independent third - |
• | any of the foregoing with respect to our competitors, to the extent such resulting negative perception affects the public ’ |
• | expansion or contraction of the Brazilian economy, as measured by gross domestic product, or GDP, rates; |
• | interest rates; |
• | exchange rates; |
• | currency fluctuations; |
• | monetary policies; |
• | inflation; |
• | liquidity of capital and lending markets; |
• | import and export controls; |
• | exchange control and restrictions on remittances abroad; |
• | modifications to laws and regulations according to political, social and economic interests; |
• | economic, political and social instability, including general strikes and mass demonstrations; |
• | the regulatory framework governing the aeronautical sector; |
• | commodity prices; |
• | public health, including as a result of epidemics and pandemics, such as the COVID - |
• | fiscal policies and changes in tax laws; |
• | labor and social security regulations; |
• | energy and water shortages and rationing; and |
• | other political, diplomatic, social and economic developments in or affecting Brazil. |
• | In January 2018, Standard & Poor’s downgraded Brazil’s sovereign debt credit rating from BB to BB-minus with a stable outlook in light of doubts regarding the presidential election and social security reform efforts. In February 2019, Standard & Poor’s affirmed Brazil’s sovereign credit rating at BB-minus with a stable outlook. In December 2019, Standard & Poor’s affirmed Brazil’s sovereign credit rating at BB-minus with a positive outlook. In April 2020, Standard & Poor’s maintained Brazil’s sovereign credit rating at BB-minus and revised the outlook on this rating to stable, which were reaffirmed in November 2021. |
• | In April 2018, Moody’s maintained Brazil’s sovereign debt credit rating at Ba2, but changed its prospect from negative to stable, maintaining it in September 2018, citing the expected new government spending cuts. In May 2019, Moody’s affirmed Brazil’s sovereign credit rating at Ba2 and changed the outlook to stable. In May 2020, Moody’s reaffirmed Brazil’s sovereign credit rating at Ba2 with a stable outlook. |
• | In February 2018, Fitch downgraded Brazil’s sovereign credit rating again to BB-negative, citing, among other reasons, fiscal deficits, the increasing burden of public debt and an inability to implement |
reforms that would structurally improve Brazil’s public finances. In November 2019, Fitch maintained Brazil’s sovereign credit rating at BB-minus, citing the risk of tax and economic reforms and political instability. In May 2020, Fitch changed its outlook to negative in the context of developments relating to the COVID-19 pandemic, which was reaffirmed in May and in December 2021. |
• | As of June 30, 2022, Brazil’s sovereign credit ratings were BB- with a stable outlook, Ba2 with a stable outlook and BB- with a negative outlook by S&P, Moody’s and Fitch, respectively, which is below investment grade. Any further downgrading in Brazil’s sovereign credit ratings or our rating may increase the perception of risk of investors and, as a result, increase the future cost of debt issuances, adversely affecting us. |
• | the realization of any of the risk factors presented in this prospectus; |
• | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
• | actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, adjusted EBITDA, results of operations, level of indebtedness, liquidity or financial condition; |
• | changes in the market’s expectations about our operating results; |
• | failure to comply with the requirements of NYSE; |
• | failure to comply with the Sarbanes-Oxley Act or other laws or regulations; |
• | the public’s reaction to our press releases, its other public announcements and its filings with the SEC; |
• | broad disruptions in the financial markets, including sudden disruptions in the credit markets; |
• | speculation in the press or investment community; |
• | success of competitors; |
• | operating results failing to meet the expectations of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning us or the industry in which we operate in general; |
• | operating and stock price performance of other companies that investors deem comparable to us; |
• | ability to market new and enhanced products and services on a timely basis; |
• | changes in laws and regulations affecting our business; |
• | changes in accounting principles, policies and guidelines; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of debt; |
• | the volume of shares of our common stock available for public sale; |
• | any major change in our board or management; |
• | future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our securities; |
• | sales of substantial amounts of our common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations; and |
• | other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 public health emergency), natural disasters, acts of war or terrorism or responses to these events. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | decreased ability to issue additional securities or obtain additional financing in the future. |
• | the ability of our board of directors to issue one or more series of preferred stock; |
• | certain limitations on convening special stockholder meetings; and |
• | advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings. |
• | We will indemnify our directors and officers for serving in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful; |
• | We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law; |
• | We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification; |
• | We are not obligated pursuant to our Bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification; |
• | the rights conferred in our Bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and |
• | We may not retroactively amend our Charter or Bylaws to reduce our indemnification obligations to directors, officers, employees and agents existing at the time of such amendment with respect to any acts or omissions occurring prior to such amendment. |
• | The UAM Business’ historical audited consolidated financial statements as of and for the twelve months ended December 31, 2021, as included elsewhere in this prospectus; |
• | Eve’s historical unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2022 and June 30, 2021, as included elsewhere in this prospectus; |
• | Zanite’s historical financial statements as of and for the twelve months ended December 31, 2021 and as of and for the six months ended June 30, 2022 and June 30, 2021, which are incorporated to this prospectus by reference; |
• | Pro forma adjustments to give effect to business combination and issuance of equity awards at Closing on the Company’s combined consolidated statement of operations for the year ended December 31, 2021, and the six months ended June 30, 2022, as if the business combination closed on January 1, 2021, the first day of the Company’s 2021 fiscal year; and |
• | Pro forma autonomous entity adjustments to reflect incremental costs of Eve being a standalone entity in its unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2021, and the six months ended June 30, 2022. |
• | This scenario presents 21,087,868 shares of Class A common stock redeemed for their pro rata share of the funds in Zanite’s trust account for an aggregate redemption payment of approximately $217.29 million. |
After Redemptions |
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Equity Capitalization at Closing |
Shares (in millions) |
% |
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EAH (1) |
238.50 | 90.2 | % | |||||
Zanite public stockholders |
1.91 | 0.7 | % | |||||
Zanite initial stockholders (2) |
8.25 | 3.1 | % | |||||
Third-party PIPE investors |
14.73 | 5.6 | % | |||||
Fully vested restricted stock units |
0.14 | 0.1 | % | |||||
Strategic warrants exercised at Closing |
0.80 | 0.3 | % | |||||
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Total shares of Zanite common stock outstanding at closing of the Transaction |
264.33 | 100 | % | |||||
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(1) | Includes 18,500,000 shares of common stock subscribed for and purchased by EAH as part of the PIPE Investment at a purchase price of $10.00 per share. |
(2) | Includes (i) 5,050,000 founder shares held by the Sponsor and (ii) 2,500,000 shares of common stock the Sponsor purchased in connection with the PIPE Investment at a purchase price of $10.00 per share, in each case, which were subsequently distributed by the Sponsor to its members at Closing on a pro-rata basis. Also includes 250,000 founder shares held by Ronald D. Sugar, 150,000 founder shares held by John B. Veihmeyer, 150,000 founder shares held by Larry R. Flynn and 150,000 founder shares held by Gerard J. DeMuro. |
• | A Tax Receivable Agreement, which generally provides for the payment by the Company of 75% of certain federal and state net tax benefits, if any, that the Company realizes (or, in certain cases, is deemed to realize) as a result of these increases in tax basis, tax benefits related to entering into the Tax Receivable Agreement, and tax benefits attributable to payments under the Tax Receivable Agreement; and |
• | A Tax Sharing Agreement, which generally applies if EAH and the Company are members of the same consolidated group, as defined under the Code. The Tax Sharing Agreement governs certain matters related to the resulting consolidated federal income tax returns, as well as state and local returns filed on a consolidated or combined basis. Generally, the consolidated group’s parent would be liable for the income taxes of the group members (including the Company), rather than the Company being required to pay such income taxes itself. The Tax Sharing Agreement provides for payments from the Company to EAH based on the increase to EAH’s income tax liability as a result of the Company being a member of such group. However, the Tax Sharing Agreement will generally disregard 75% of the tax benefits covered by the Tax Receivable Agreement, consistent with the agreed sharing percentages for such tax savings under the Tax Receivable Agreement. Furthermore, the Tax Sharing Agreement provides for a notional recording of a decrease to EAH’s income tax liability as a result of the Company being a member of such group without a payment being made from EAH to the Company. Instead, such notional accumulated benefits may reduce future payments due by the Company under the Tax Sharing Agreement or Tax Receivable Agreement. |
UAM Business Historical |
Zanite Historical |
Transaction Accounting Adjustments |
Financing Adjustments |
Autonomous Entity Adjustments |
Pro Forma Combined |
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Operating expenses |
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Research and development |
$ | (13,280 | ) | $ | — | $ | — | $ | — | $ | (33,269 | ) | dd | $ | (46,549 | ) | ||||||||||||
General and administrative |
(2,510 | ) | (6,101 | ) | (8,320 | ) | aa | — | (29,559 | ) | dd | (46,491 | ) | |||||||||||||||
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Operating loss |
(15,790 | ) | (6,101 | ) | (8,320 | ) | — | (62,828 | ) | (93,039 | ) | |||||||||||||||||
Interest earned on investments held in Trust Account |
— | 23 | (23 | ) | bb | — | — | — | ||||||||||||||||||||
Change in fair value of derivative liabilities |
— | 20,600 | (8,970 | ) | cc | — | — | 11,630 | ||||||||||||||||||||
Transaction costs allocated to warrant issuance |
— | — | — | — | — | — | ||||||||||||||||||||||
Foreign currency loss |
(77 | ) | — | — | — | — | (77 | ) | ||||||||||||||||||||
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Loss before income taxes |
(15,867 | ) | 14,522 | (17,313 | ) | — | (62,828 | ) | (81,486 | ) | ||||||||||||||||||
Income tax benefit / (expense) |
— | — | — | — | — | — | ||||||||||||||||||||||
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Net loss and comprehensive loss |
$ | (15,867 | ) | $ | 14,522 | $ | (17,313 | ) | $ | — | $ | (62,828 | ) | $ | (81,486 | ) | ||||||||||||
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Net Loss Per Share |
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Basic and Diluted Loss per share, Class A Redeemable Common Stock |
$ | 0.51 | $ | (0.30 | ) | |||||||||||||||||||||||
Weighted-average shares of common stock outstanding, Class A Redeemable common stock—basic and diluted |
23,000,000 | 270,592,132 | ||||||||||||||||||||||||||
Basic and diluted loss per share, Class B Non-redeemable Common Stock |
$ | 0.51 | $ | — | ||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B Common Stock |
5,750,000 |