UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to ____
Commission File No.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, including zip code)
(Registrant’s telephone number, including area code)
N/A
(Former name and address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes
As of August 3, 2022, there were
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Eve Holding, Inc. (the “Company”) as of and for the three and six months ended June 30, 2022, as filed with the Securities and Exchange Commission (“SEC”) on August 4, 2022 (the “Original Form 10-Q”).
As previously disclosed, in September 2022, the Company reviewed its accounting for certain warrants to acquire an aggregate of 24,200,000 shares of common stock that were issued and became exercisable at the closing on May 9, 2022 of the transactions contemplated by the Business Combination Agreement, dated as of December 21, 2021, by and among the Company, Embraer S.A., Embraer Aircraft Holding, Inc. and EVE UAM, LLC (the “Closing”). The Company also reviewed the accounting for certain warrants to acquire an aggregate of 200,000 shares of common stock that are issuable and exercisable pursuant certain future milestones. On September 23, 2022, the Audit Committee of the Board of Directors of the Company (the “Audit Committee”), after considering the recommendations of management regarding the accounting treatment for the warrants described above, concluded that the Company’s condensed consolidated financial statements included in the Company’s Form 10-Q for the three and six months ended June 30, 2022 should be restated and should no longer be relied upon.
On November 10, 2022, in connection with the Company’s previously disclosed continuing assessment of its financial statements, the Audit Committee concluded that additional adjustments should be made to the Company’s historical financial statements, including with respect to the valuation and recognition of certain share-based payments and certain transaction expenses.
Accordingly, the Company is restating its financial statements as of and for the three and six months ended June 30, 2022 and 2021 in this Amendment No. 1. See Note 2, Restatement of Previously Reported Financial Statements herein for additional information regarding these restatements.
In addition, the Company’s management has concluded that in light of the misstatements described above, material weaknesses existed in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective as of June 30, 2022. Additional information related to these material weaknesses and the Company’s remediation plan with respect to such material weaknesses are described in more details in Item 4 of Part I of this Amendment No. 1.
In addition, Item 6 of Part II of this Form 10-Q/A has been amended to contain currently dated certifications from our Co-Chief Executive Officers and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. This Form 10-Q/A has not been updated for events occurring after the filing of the Original Form 10-Q, except to reflect the foregoing.
Eve Holding, Inc.
(Formerly EVE UAM, LLC)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q/A contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q/A, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar terms or expressions or the negative thereof. These forward-looking statements include, but are not limited to, statements concerning the following:
The list above is not intended to be an exhaustive list of all of our forward-looking statements. Our forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10-Q/A and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. While we believe these expectations, forecasts, assumptions and judgments are reasonable, our forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Our business, prospects, financial condition, operating results and the price of our common stock may be affected by a number of factors, whether currently known or unknown, including but not limited to those discussed in this Quarterly Report in Part I., Item 1. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the section titled “Risk Factors” in our Form S-1/A filed with the Securities and Exchange Commission on August 25, 2022. Any one or more of these factors could, directly or indirectly, cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q/A to the “Company,” "Eve" “Eve Holding,” “we,” “us” and “our” refer to Eve Holding, Inc.
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June 30, |
December 31, |
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2022 |
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2021 |
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Assets |
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Current: |
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Total liabilities and stockholders' equity |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
Eve Holding, Inc.
(FORMERLY EVE UAM, LLC)
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Three Months Ended June 30, |
Six Months Ended June 30, | |||||||||||||
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Operating expenses |
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Research and development |
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Selling, general and administrative |
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Loss from operations |
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Financial and foreign exchange gain/(loss), net |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
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Three Months Ended June 30, |
Six Months Ended June 30, | |||||||||||||
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2022 |
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Net loss |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
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Common Stock |
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Additional paid-in capital |
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Total Stockholders' equity |
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| Balance as of December 31, 2021 (as restated) |
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| Separation-related adjustment | - | - | ( |
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| Balance as of January 1, 2022 (as restated) |
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| Net loss (as restated) |
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| Contributions from Parent | - | - | - | - | ||||||||||||||||||||
| Balance as of March 31, 2022 (as restated) |
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| Reclassification of Public Warrants from liability to equity (as restated) |
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| Issuance of fully vested New Warrants (as restated) |
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| Issuance of common stock upon reverse recapitalization, net of fees (as restated) |
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| Issuance of restricted stock and restricted stock expense (as restated) |
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| Exercise of warrants held by PIPE investor (as restated) |
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| Share based payment with non-employees (as restated) | - |
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| Balance as of June 30, 2022 (as restated) |
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Balance as of December 31, 2020 |
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| Balance as of January 1, 2021 | $ | $ | $ | $ | ( |
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Net loss (as restated) |
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Other comprehensive loss |
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Contributions from Parent |
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Balance as of March 31, 2021 (as restated) |
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Net loss (as restated) |
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Other comprehensive loss |
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Contributions from Parent |
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Balance as of June 30, 2021 (as restated) |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
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Six Months Ended June 30, |
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2021 |
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Cash flows from operating activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Cash and cash equivalents at the end of the period |
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Supplemental disclosure of other noncash investing and financing activities |
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Additions to capitalized software transferred by Parent |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-6 |
Eve Holding, Inc.
(FORMERLY EVE UAM, LLC)
1. Organization and Nature of Business
The Company and Nature of Business
Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve”, the “Company”, “we”, “us” or “our”), a Delaware corporation, is an aerospace company with operations in Melbourne, Florida and Brazil. The Company is a former blank check company incorporated on November 19, 2020 under the name Zanite Acquisition Corp. (“Zanite”) as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Eve is dedicated to accelerating the urban air mobility ("UAM") ecosystem. Benefitting from a startup mindset and with a singular focus, Eve is taking a holistic approach to progressing the UAM ecosystem, with an advanced electrical vertical take-off and landing (“eVTOL”) project, a comprehensive global services and support network and a unique air traffic management solution.
Business Combination
On December 21, 2021, Zanite entered into a Business Combination Agreement (the “Business Combination Agreement”) with Embraer S.A., a Brazilian corporation (sociedade anônima) (“ERJ”), Embraer Aircraft Holding, Inc., a Delaware corporation (“EAH”) wholly owned by ERJ, and EVE UAM, LLC, a Delaware limited liability company (“Eve Sub”), a former subsidiary of EAH, that was formed for purposes of conducting the UAM Business (as defined in the Business Combination Agreement).
On May 9, 2022, in accordance with the Business Combination Agreement, the closing (the "Closing") of the transactions contemplated by the Business Combination Agreement (the “Business Combination”) occurred, pursuant to which Zanite issued
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
Upon Closing, all shares of Zanite Class A and Class B common stock were converted into, on a basis, shares of common stock of Eve Holding.
Both ERJ and Zanite's sponsors incurred costs in connection with the business combination ("Transaction Costs”). The Transaction Costs that were determined to be directly attributable and incremental to the Company and incurred related to the Business Combination were deferred and recorded as other assets in the balance sheet until the Closing. Such costs were subsequently recorded either as an expense of the Business Combination or a reduction of cash contributed with a corresponding reduction of additional paid-in capital if they were attributable to one or multiple sub-transactions of the Business Combination.
Accounting Treatment of the Business Combination
The Business Combination was accounted for as a reverse recapitalization, equivalent to the issuance of shares by Eve Sub for the net monetary assets of Zanite accompanied by a recapitalization. Accordingly, the consolidated assets, liabilities and results of operations of Eve Sub (or the "UAM Business", as applicable) became the historical financial statements of the Company, and the assets, liabilities and results of operations of Zanite were consolidated with Eve Sub beginning on the Closing date. For accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Eve Sub. The net assets of Zanite were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the transaction are presented as those of Eve Sub (or the "UAM Business", as applicable) in future reports of the Company.
The financial statements included in this report reflect (i) the historical operating results of Eve Sub prior to the Business Combination; (ii) the combined results of Eve Sub and Zanite following the Closing; (iii) the assets and liabilities of Eve Sub at their historical cost; and (iv) the Company’s equity structure for all periods presented.
| F-7 |
EAH did not lose control over Eve Sub as a result of the Closing because EAH held approximately
Transaction costs incurred during the period from the first quarter of 2021 to the second quarter of 2022 related to the transaction with Zanite (Transaction Costs) were reviewed to conclude if they were direct and incremental to the Business Combination and which entity was the primary beneficiary. Direct and incremental costs were deferred to the extent permitted by the accounting standards by the primary beneficiary entity. Transaction Costs not considered to be direct and incremental were expensed by the primary beneficiary entity.
COVID-19 Pandemic
The World Health Organization declared a global emergency on January 30, 2020 with respect to the outbreak of a novel strain of coronavirus, or COVID-19 pandemic. There are many uncertainties regarding the continuing global COVID-19 pandemic, the full impact of which continues to evolve as of the date hereof. Eve is closely monitoring the COVID-19 pandemic situation and its impacts on its employees, operations, the global economy, the supply and the demand for its products and services, including the UAM Business.
The full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations remains uncertain. Management is actively monitoring the situation on its operations, suppliers, industry, and workforce.
2. Restatement of Previously Reported Financial Statements
The Company is restating its financial statements for the three and six months ended June 30, 2022 for the following matters:
1. We identified unrecorded expense accruals with both third parties and related parties as of June 30, 2022 resulting in the need for additional accruals and expense of approximately $
2. We reviewed the accounting regarding Transaction Costs in connection with the transaction with Zanite which include among other things fees for financial, accounting and legal advisors. The Transaction Costs were paid by ERJ and EAH and recognized by these entities without being pushed down to the Company. The Company concluded that the Transaction Costs that were directly related to the Company’s business should follow the guidance in SEC Staff Accounting Bulletin Topic 5.T, Accounting for Expenses or Liabilities Paid By Principal Stockholder(s), and should be pushed down and recorded in the Company’s financial statements in 2022 and 2021. The adjustment related to the Transaction Costs was an additional expense of $
3. We identified unrecorded share-based payment expense for certain employees that should have been recognized during the three and six months ended June 30, 2022 of $
4. We also identified unrecorded share-based payment expense related to one of the PIPE Investors of $
5. The Company reviewed its accounting for certain warrants to acquire an aggregate of
6. The Company incorrectly measured the fair value of the liability-classified Private Placement Warrants during the initial recognition resulting in an understatement of expense and additional paid-in capital of $
7. The Company identified a classification error between additional paid-in capital and accumulated deficit of $
| F-8 |
As a result of the errors described above, the unaudited condensed consolidated financial statements as of June 30, 2022 and the three and six months ended June 30, 2022 were restated as follows:
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of June 30, 2022 | |||||||||||||
| As Reported |
Restatement Adjustments |
As Restated |
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Assets |
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Total liabilities and stockholders' equity |
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a)
b)
| F-9 |
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Three Months Ended June 30, 2022 |
Six Months Ended June 30, 2022 | |||||||||||||||||||||
| As Reported |
Restatement Adjustments |
As Restated |
As Reported | Restatement Adjustments |
As Restated |
|||||||||||||||||||
|
Operating expenses |
|
|
|
|||||||||||||||||||||
|
Research and development |
|
$ |
( |
) | $ | ( |
(c) | $ | ( |
) | $ | ( |
) | $ | ( |
(c) | $ | ( |
) | |||||
|
Selling, general and administrative |
|
|
( |
) | ( |
)(d) | ( |
) | ( |
) | ( |
)(d) | ( |
) | ||||||||||
| New Warrants expenses |
( |
)(e) |
( |
) | ( |
)(e) | ( |
) | ||||||||||||||||
|
Loss from operations |
|
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Change in fair value of derivative liabilities |
(f) |
(f) |
||||||||||||||||||||||
|
Financial and foreign exchange gain/(loss), net |
|
|
|
|
||||||||||||||||||||
|
Loss before income taxes |
|
|
( |
) | ( |
) | ( |
) |
( |
) | ( |
) | ( |
) | ||||||||||
|
Income tax benefit/(expense) |
|
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
|
Net loss |
|
$ |
( |
) | $ | ( |
) | $ | ( |
) | $ |
( |
) | $ | ( |
) | $ | ( |
) | |||||
| Net loss per share basic and diluted | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Weighted-average number of shares outstanding – basic and diluted | ||||||||||||||||||||||||
Adjustments to Unaudited Condensed Consolidated Statements of Operations:
c)
d)
e)
f)
| F-10 |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
Six Months Ended June 30, 2022 |
||||||||||
| As Reported | Restatement Adjustments | As Restated | ||||||||||
|
Cash flows from operating activities: |
|
|
|
|
||||||||
|
Net loss |
|
$ |
( |
) | $ | ( |
) | $ | ( |
) | ||
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
||||||||
|
Long-term incentive plan expense |
|
|
( |
) | ( |
) | ||||||
|
Carve-out expenses (noncash, contributed from Parent) |
( |
|||||||||||
| Stock-based compensation | ||||||||||||
| Warrants expenses |
( |
) | ||||||||||