Prospectus Supplement No. 10 (to Prospectus dated April 26, 2023) |
Filed Pursuant to Rule 424(b)(3) |
EVE HOLDING, INC.
319,264,425 SHARES OF COMMON STOCK
14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS
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This Prospectus Supplement, dated November 7, 2023 (the “Supplement”), supplements the prospectus, dated April 26, 2023, filed by Eve Holding Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (“SEC”) on April 26, 2023 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-265337) (the “Prospectus”), relating to the issuance by the Company of up to 66,845,072 shares of common stock, comprising (i) the shares of common stock that may be issued upon exercise of 11,500,000 outstanding public warrants (as defined in the Prospectus), (ii) the shares of common stock that may be issued upon exercise of 14,250,000 outstanding private placement warrants (as defined in the Prospectus), and (iii) up to 41,095,072 shares of common stock that may be or have been issued upon exercise of the new warrants (as defined in the Prospectus). The Prospectus also relates to the resale by certain of the Selling Securityholders (as defined in the Prospectus) of up to 319,264,425 shares of common stock, comprising (i) 220,000,000 shares of common stock issued in connection with the business combination with the urban air mobility business of Embraer S.A., a Brazilian corporation (sociedade anônima) (“Embraer”), originally issued at a price of $10.00 per share in exchange for Embraer’s interests in EVE UAM, LLC, (ii) 35,730,000 shares of common stock issued to certain qualified institutional buyers and accredited investors in private placements consummated in connection with the business combination, originally issued at a price of $10.00 per share, (iii) 5,750,000 shares of common stock that were converted in connection with the business combination on a one-to-one basis from Zanite Acquisition Corp. Class B common stock originally issued at a price of $0.004 per share, (iv) 260,000 shares of common stock underlying restricted stock units granted to certain directors and an officer of the Company, (v) 140,000 restricted shares of common stock granted to an officer of the Company, (vi) up to 14,250,000 shares of common stock that may be issued upon exercise of private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement (as defined in the Prospectus), originally issued at a price of $1.00 per warrant, (vii) up to 41,095,072 shares of common stock that may be or have been issued upon exercise of new warrants that have been issued or are issuable, subject to triggering events, to United Airlines Ventures, Ltd., a Cayman Islands company (“United”), and certain Strategic PIPE Investors (as defined in the Prospectus) originally issued in connection with entering into certain commercial arrangements without the payment of any purchase price and (viii) 2,039,353 shares of common stock issued to United in a private placement consummated on September 6, 2022 for a purchase price per share of $7.36 and an aggregate purchase price of $15,000,000. The Prospectus also relates to the resale by certain of the Selling Securityholders of 14,250,000 private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement, originally issued at a price of $1.00 per warrant.
This Supplement is being filed to update and supplement the information contained in the Prospectus with the information from our Form 10-Q, filed with the SEC on November 7, 2023 (the “Form 10-Q”). Accordingly, we have attached the Form 10-Q to this Supplement.
This Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Supplement, you should rely on the information in this Supplement.
Our common stock and public warrants trade on the New York Stock Exchange under the symbols “EVEX” and “EVEXW,” respectively. On November 6, 2023, the last quoted sale price for our common stock as reported on NYSE was $7.49 per share and the last quoted sale price for our public warrants was $0.6278 per warrant.
We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for this prospectus and for future filings.
Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 12 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
This Supplement is dated November 7, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2023
Or
☐ |
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. 001-39704
EVE HOLDING, INC.
(Exact name of registrant as specified in its charter) |
Delaware |
85-2549808 |
(State or other jurisdiction of |
(I.R.S. Employer |
1400 General Aviation Drive Melbourne, FL 32935 |
|
(Address of Principal Executive Offices, including zip code) |
(321) 751-5050
(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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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share Warrants, each whole warrant exercisable for one share of Common Stock |
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EVEX EVEXW |
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The New York Stock Exchange The New York Stock Exchange |
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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 ☒ No ☐
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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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.
Large accelerated filer |
☐ |
Accelerated filer |
☒ |
Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☒ |
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 ☐ No ☒
As of November 7, 2023, there were 269,359,021 shares of common stock, par value $0.001 per share, issued and outstanding.
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, | December 31, | ||||||||
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2023 |
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2022 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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$ | 10,097,318 |
$ |
49,146,063 |
||||
Financial investments |
164,448,485 |
178,781,549 |
|||||||
Related party receivables |
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1,624,098 |
|
203,712 |
|||||
Related party loan receivable |
81,805,950 |
82,650,375 |
|||||||
Other current assets |
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1,586,393 |
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1,425,507 |
|||||
Total current assets |
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259,562,244 |
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312,207,206 |
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Property, plant & equipment, net |
477,928 |
451,586 |
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Right-of-use assets, net |
534,733 |
216,636 |
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Other non-current assets |
976,467 |
- |
|||||||
Total non-current assets | 1,989,128 |
668,222 |
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Total assets |
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$ | 261,551,372 |
$ |
312,875,428 |
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LIABILITIES AND EQUITY |
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Current liabilities |
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||||||
Accounts payable |
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$ | 1,832,288 |
$ |
2,097,097 |
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Related party payables |
20,267,182 |
12,625,243 |
|||||||
Derivative financial instruments |
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13,395,000 |
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3,562,500 |
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Other current payables |
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10,664,611 |
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6,648,171 |
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Total current liabilities |
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46,159,081 |
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24,933,011 |
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Long-term debt |
11,319,690 |
- |
|||||||
Other non-current payables |
2,027,786 |
1,020,074 |
|||||||
Total non-current liabilities | 13,347,476 |
1,020,074 |
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Total liabilities |
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59,506,557 |
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25,953,085 |
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Equity |
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Common stock, $0.001 par value | 269,209 |
269,094 |
|||||||
Additional paid-in capital | 507,175,781 |
503,661,571 |
|||||||
Accumulated deficit | (305,400,175 | ) | (217,008,322 | ) |
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Total equity | 202,044,815 |
286,922,343 |
|||||||
Total liabilities and equity |
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$ | 261,551,372 |
$ |
312,875,428 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
Three Months Ended | Nine Months Ended | ||||||||||||||
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September 30, |
September 30, |
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2023 |
2022 |
2023 | 2022 | ||||||||||||
Operating expenses |
|||||||||||||||
Research and development |
$ | 28,642,065 | $ | 14,298,925 | $ | 71,991,658 | $ | 33,830,890 | |||||||
Selling, general and administrative |
5,034,782 | 6,845,045 | 17,822,207 | 23,892,011 | |||||||||||
New Warrants expenses |
- | 17,424,230 |
- | 104,776,230 | |||||||||||
Loss from operations |
(33,676,847 | ) | (38,568,200 | ) | (89,813,865 | ) | (162,499,131 | ) | |||||||
(Loss)/gain from change in fair value of derivative liabilities |
(853,575 | ) | 285,000 | (9,832,500 | ) | 6,127,500 |
|||||||||
Financial investment income |
2,802,189 | 1,492,292 | 9,039,037 |
2,380,240 |
|||||||||||
Other financial gain, net |
1,616,035 | 536,562 | 3,789,856 | 635,180 | |||||||||||
Loss before income taxes |
(30,112,198 | ) | (36,254,346 | ) | (86,817,472 | ) | (153,356,211 | ) | |||||||
Income tax expense |
(1,097,647 | ) | (490,376 | ) | (1,574,382 | ) | (620,084 | ) | |||||||
Net loss |
$ | (31,209,845 | ) | $ | (36,744,722 | ) | $ | (88,391,854 | ) | $ |
(153,976,295 |
) | |||
Weighted-average number of shares outstanding – basic and diluted | 275,887,223 | 272,040,343 | 275,671,199 | 247,010,044 | |||||||||||
Net loss per share basic and diluted | $ |
(0.11 |
) | $ |
(0.14 |
) | $ |
(0.32 |
) | $ |
(0.62 |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
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September 30, |
September 30, |
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|
2023 | 2022 | 2023 | 2022 | ||||||||||||
Net loss |
$ | (31,209,845 | ) | $ | (36,744,722 | ) | $ | (88,391,854 | ) | $ | (153,976,295 | ) | ||||
Total comprehensive loss |
$ | (31,209,845 | ) | $ | (36,744,722 | ) | $ | (88,391,854 | ) | $ | (153,976,295 | ) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
Common Stock | ||||||||||||||||||||||||
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Loss |
Total Equity |
|||||||||||||||||||
Balance as of December 31, 2021 | 220,000,000 | $ | 220,000 | $ | 53,489,579 | $ | (42,977,964 | ) | $ | (32,226 | ) | $ | 10,699,389 | |||||||||||
Separation-related adjustment | - | - | (707,846 | ) | - | 32,226 | (675,620 | ) | ||||||||||||||||
Balance as of January 1, 2022 | 220,000,000 | $ | 220,000 | $ | 52,781,733 | $ | (42,977,964 | ) | $ | - | $ |
10,023,769 | ||||||||||||
Net loss | - | - | - |
(10,010,008 |
) | - |
(10,010,008 | ) | ||||||||||||||||
Contributions from Parent | - | - | 732,776 | - | - | 732,776 | ||||||||||||||||||
Balance as of March 31, 2022 | 220,000,000 | $ | 220,000 | $ | 53,514,509 | $ | (52,987,972 | ) | $ | - | $ | 746,537 | ||||||||||||
Net loss | - | - | - | (107,221,565 | ) | - | (107,221,565 | ) | ||||||||||||||||
Reclassification of Public Warrants from liability to equity | - | - | 10,580,000 | - | - | 10,580,000 | ||||||||||||||||||
Issuance of fully vested New Warrants | - | - | 87,352,000 | - | - | 87,352,000 | ||||||||||||||||||
Issuance of common stock upon reverse recapitalization, net of fees | 43,392,132 | 43,392 | 315,283,325 | - | - | 315,326,717 | ||||||||||||||||||
Share-based compensation and issuance of stock | 140,000 | 140 | 1,935,848 | - | - | 1,935,988 | ||||||||||||||||||
Exercise of warrants held by PIPE investor | 800,000 | 800 | 7,200 | - | - | 8,000 | ||||||||||||||||||
Share-based payment with non-employees | - | - | 1,028,182 | - | - | 1,028,182 | ||||||||||||||||||
Contributions from Parent | - |
- |
(2,105,409 |
) | - | - |
(2,105,409 |
) | ||||||||||||||||
Balance as of June 30, 2022 | 264,332,132 | $ | 264,332 | $ | 467,595,655 | $ | (160,209,537 | ) | $ | - | $ | 307,650,450 | ||||||||||||
Net loss (as restated) |
- | - | - | (36,744,722 | ) | - | (36,744,722 | ) | ||||||||||||||||
Issuance of New Shares |
2,039,353 | 2,039 | 14,997,961 | - | - | 15,000,000 | ||||||||||||||||||
Issuance of fully vested New Warrants | - | - | 17,424,230 | - | - | 17,424,230 | ||||||||||||||||||
Issuance of restricted stock and restricted stock expense | - | - | 653,699 | - | - | 653,699 | ||||||||||||||||||
Share based payment with non-employees | - | - | 691,909 | - | - | 691,909 | ||||||||||||||||||
Balance as of September 30, 2022 | 266,371,485 | $ | 266,371 | $ | 501,363,454 | $ | (196,954,259 | ) | $ | - | $ | 304,675,566 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
Common Stock | ||||||||||||||||||||
Shares |
Amount |
Additional Paid-In Capital |
Accumulated Deficit |
Total Equity |
||||||||||||||||
Balance as of December 31, 2022 | 269,094,021 | $ |
269,094 | $ |
503,661,571 | $ |
(217,008,322 | ) | $ | 286,922,343 | ||||||||||
Net loss |
- | - | - | (25,771,982 | ) | (25,771,982 | ) | |||||||||||||
Share-based compensation | - | - | 867,893 | - | 867,893 | |||||||||||||||
Share-based payment with non-employees | - | - | 480,000 | - | 480,000 | |||||||||||||||
Balance as of March 31, 2023 |
269,094,021 | $ | 269,094 | $ | 505,009,464 | $ | (242,780,304 | ) | $ | 262,498,254 | ||||||||||
Net loss |
- | - | - | (31,410,026 | ) | (31,410,026 | ) | |||||||||||||
Share-based compensation and issuance of stock | 69,900 | 70 | 650,005 | - | 650,075 | |||||||||||||||
Balance as of June 30, 2023 |
269,163,921 | $ | 269,164 | $ | 505,659,469 | $ |
(274,190,330 | ) | $ | 231,738,303 |
|
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Net loss |
- | - | - | (31,209,845 | ) | (31,209,845 | ) | |||||||||||||
Exercise of public warrants |
100 | - | 1,150 | - | 1,150 | |||||||||||||||
Share-based compensation and issuance of stock | 45,000 | 45 | 1,515,162 | - | 1,515,207 | |||||||||||||||
Balance as of September 30, 2023 | 269,209,021 | $ | 269,209 | $ | 507,175,781 | $ | (305,400,175 | ) | $ | 202,044,815 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended | ||||||||
|
|
September 30, |
||||||
|
|
2023 |
2022 |
|
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Cash flows from operating activities: |
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|
|
|
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Net loss |
|
$ | (88,391,854 | ) |
$ |
(153,976,295 |
) | |
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
|
||||
Depreciation and loss on disposal of property |
141,714 |
- |
||||||
Non-cash lease expenses |
54,766 |
- |
||||||
Amortization of debt issuance costs |
1,750 |
- |
||||||
Unrealized (gain) on exchange rate translation | (384,791 |
) | (53,517 | ) | ||||
Share-based compensation |
3,320,330 |
2,589,688 |
||||||
Warrant expenses |
480,000 |
106,496,321 |
||||||
Change in fair value of derivative financial instruments | 9,832,500 |
(6,127,500 |
) | |||||
Changes in operating assets and liabilities: | ||||||||
Accrued interest on financial investments, net |
(5,666,936 |
) | (1,354,049 | ) | ||||
Accrued interest on related party loan receivable, net |
844,425 |
(638,145 |
) | |||||
Other assets |
|
(732,745 | ) |
|
3,263,583 |
|||
Related party receivables |
|
(1,898,477 | ) |
|
14,814 |
|||
Accounts payable |
|
(256,735 | ) |
|
2,865,325 |
|||
Related party payables | 8,015,787 | 4,641,968 | ||||||
Other payables |
|
4,643,734 |
|
3,575,088 |
|
|||
Net cash used by operating activities |
|
(69,996,532 | ) |
|
(38,702,719 |
) | ||
Cash flows from investing activities: | ||||||||
Redemptions of financial investments |
72,500,000 |
- |
||||||
Purchases of financial investments |
(52,500,000 | ) | (169,000,000 | ) | ||||
Related party loan | - | (81,000,000 | ) | |||||
Expenditures for property, plant and equipment |
(168,056 |
) | (418,721 |
) | ||||
Net cash provided (used) by investing activities | 19,831,944 | (250,418,721 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of debt | 11,375,385 |
- |
||||||
Non-creditor debt issuance costs |
(375,201 |
) | - |
|||||
Tax withholding on share-based compensation |
(287,154 | ) | - |
|||||
Capital contribution net of transaction costs reimbursed to Zanite | - | 369,830,250 | ||||||
Transaction Costs reimbursed to parent | - | (15,754,066 | ) | |||||
Distribution to parent, net | - | (1,372,633 | ) | |||||
Proceeds from exercise of public warrants |
1,150 |
- |
||||||
Net cash provided by financing activities | 10,714,180 | 352,703,551 | ||||||
Effect of exchange rate changes on cash and cash equivalents | 401,663 |
(17,263 |
) | |||||
(Decrease) increase in cash and cash equivalents |
(39,048,745 | ) | 63,564,848 | |||||
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 |
|
$ | 10,097,318 |
$ |
77,941,371 |
|
||
Supplemental disclosure of cash information |
|
|
|
|
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Cash paid for: |
||||||||
Income taxes |
$ |
874,810 |
$ |
489,590 |
||||
Supplemental disclosure of other non-cash investing and financing activities | ||||||||
Recognition of the Right-of-use assets and operating lease liabilities |
$ | 372,863 |
$ | - |
||||
Issuance of common stock for vested Restricted Stock Units |
$ |
1,365,750 |
$ |
1,584,800 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Amounts may not add due to rounding.
EVE HOLDING, INC.
(FORMERLY EVE UAM, LLC)
Note 1 – Organization and Nature of Business
Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve,” “Eve Holding,” the “Company,” “we,” “us,” or “our”), is an aerospace company that 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 electric vertical take-off and landing (“eVTOL”) project, a comprehensive global services and support network, and a unique air traffic management solution. The Company is organized in Delaware with operations in Melbourne, Florida and São Paulo, 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.
Business Combination
On December 21, 2021, Zanite entered into a Business Combination Agreement (the “BCA”), with Embraer S.A., a Brazilian corporation (“sociedade anonima”) (“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. For transactions beyond the Business Combination (as defined below) and initial financing, ERJ and EAH are collectively referred to as “Embraer.”
On May 9, 2022, the closing (the “Closing”) of the transactions contemplated by the BCA occurred (“Business Combination”). Pursuant to the BCA, Zanite issued 220,000,000 shares of Class A common stock to EAH in exchange for all of the issued and outstanding limited liability company interests of Eve Sub (the “Equity Exchange”). As a result, Eve Sub became a wholly owned subsidiary of Zanite, which changed its name to “Eve Holding, Inc.”
Financing
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 per share, for an aggregate purchase price of $357,300,000, which included the commitment of the Sponsor to purchase 2,500,000 shares of Class A common stock for a purchase price of $25,000,000 and the commitment of EAH to purchase 18,500,000 shares of Class A common stock for a purchase price of $185,000,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the Closing. Upon Closing, all shares of Zanite Class A and Class B common stock were converted into, on a one-for-one basis, shares of common stock of Eve Holding.
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 became the historical financial statements of the Company. The assets, liabilities, and results of operations of Zanite were consolidated with Eve Sub beginning on the Closing date. For accounting purposes, these 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 Business Combination are presented as those of Eve Sub.
Both Embraer 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 as the primary beneficiary of these expenses, 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.
After the Closing, EAH did not lose control over Eve Sub as EAH still held approximately 90% of Eve Holding’s shares. Therefore, the transaction did not result in a change in control that would otherwise necessitate business combination accounting.
The Company’s unaudited condensed consolidated financial statements included in this report reflect (i) the historical operating results of Eve Sub prior to the Business Combination on May 9, 2022, prepared on a carve-out basis, (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 retroactive recast of the equity structure recapitalization including EPS for all periods presented.
Until the Closing date on May 9, 2022, the 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 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.
The accompanying condensed consolidated financial statements are presented in US Dollars, unless otherwise noted, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities Exchange Commission (“SEC”) for interim financial reporting.
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. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented. All intercompany balances and transactions were eliminated in consolidation. Certain columns and rows may not add due to rounding.
The information presented under Debt updates our Significant Accounting Policies information presented in our most recent Annual Report on Form 10-K to reflect the debt agreement Eve entered into during the nine months ended September 30, 2023.
Change in Carve-Out Methodology
Prior to the separation from Embraer, Eve Sub has historically operated as part of Embraer and not as a standalone company. Therefore, a carve-out methodology was necessary to prepare historical financial statements since Eve Sub’s inception in 2017 until the Closing on May 9, 2022. For reporting periods prior to and for the year ended December 31, 2021, the management approach was used as the carve-out methodology. The management approach takes into consideration the assets that were 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.
The Master Service Agreement (“MSA”) and Shared Service Agreement (“SSA”) were executed on December 14, 2021. Beginning January 1, 2022, Embraer started charging Eve Sub for most of the expenses Eve Sub previously carved out. Refer to Note 5 – Related Party Transactions for information regarding these agreements. On the Closing date, Embraer concluded that all relevant assets and liabilities were contributed to Eve Sub. Based on the direct charges under the MSA and SSA and the transfer of assets and liabilities to Eve Sub, the Company determined it to be appropriate to change the carve-out methodology to the legal entity approach. The legal entity approach is often appropriate in circumstances when the transaction structure is aligned with the legal entity structure of the divested entity. The Company applied the legal entity approach beginning January 1, 2022 until the Closing date May 9, 2022. For activity after the Closing date, no carve-out adjustments were necessary in preparation of Eve’s condensed consolidated financial statements.
The Company has recorded the impacts of the change in carve-out methodology from the management approach to the legal entity approach as adjustments (“Separation-Related Adjustments”) to the January 1, 2022 beginning balance sheet and not as a period activity attributable to the twelve month period ended December 31, 2022. The January 1, 2022 beginning balance sheet adjustments from the December 31, 2021 balances were as follows:
Separation-related Adjustments
December 31, | Separation-Related |
January 1, | |||||||||
| 2021 | Adjustments | 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 non-current assets | 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 non-current liabilities | 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 |
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 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 public company that is not an emerging growth company or is an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Functional and Reporting Currency
Management has concluded that the US Dollar (“US Dollars,” “USD,” or “$”) is the functional and reporting currency of Eve. The balances and transactions of Eve Soluções de Mobilidade Aérea Urbana Ltda. ("Eve Brazil"), a direct wholly owned subsidiary of Eve based in Brazil, that were recorded in a Brazilian reais (“BRL” or “R$”) have been translated into the functional currency (USD) before being presented in the condensed consolidated financial statements.
Foreign currency gains and losses are related to transactions with suppliers recognized in USD, but settled in BRL. The financial impact is recognized in “Other financial gain, net” within the condensed consolidated statements of operations.
Prior Period Reclassification
We have reclassified certain prior period amounts to conform to the current period presentation. Exchange rate effects due to translation were reclassified from line items within “Changes in operating assets and liabilities” to “Unrealized gain on exchange rate translation” and “Effect of exchange rate changes on cash and cash equivalents” within the condensed consolidated statements of cash flows.
Use of Estimates
The preparation of condensed 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 7 for additional information.
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 condensed consolidated financial statements and related disclosures.
Cash and cash equivalents include deposits in Bank Deposit Certificates (“CDBs”) issued by financial institutions in Brazil that are immediately available for redemption and fixed term deposits in US Dollars with original maturities of 90 days or less. Balances consisted of the following:
September 30, | December 31, | |||||||
2023 |
2022 |
|||||||
Cash | $ | 5,521,119 | $ | 14,446,534 | ||||
CDBs | 4,576,199 | 4,483,260 | ||||||
Fixed deposits | - |
30,216,269 |
||||||
Total |
$ | 10,097,318 | $ | 49,146,063 |
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 year or less, but greater than 90 days.
September 30, 2023 | ||||||||||||||||
Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||
HTM securities, at cost: | ||||||||||||||||
Time deposits | $ | 164,448,485 | $ | - | $ | (111,646 | ) | $ | 164,336,839 |
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 |
No allowance for credit losses were recognized as of September 30, 2023 and December 31, 2022.
Note 5 – Related Party Transactions
Relationship with Embraer
Prior to the Closing of the transaction with Zanite, Eve Sub was managed, operated, and funded by Embraer. Accordingly, certain shared costs have been allocated to Eve and reflected as expenses in Eve's stand-alone condensed consolidated financial statements. In December 2021, Embraer started charging research and development (“R&D”) and selling, general and administrative (“SG&A”) expenses to Eve through the Master Service Agreement and Shared Service Agreement, respectively. The expenses reflected in the condensed consolidated financial statements may not be indicative of expenses that will be incurred by Eve in the future.
Corporate Costs Embraer incurs corporate costs for services provided to Eve. These costs include, but are not limited to, expenses for information systems, accounting, treasury, purchasing, human resources, legal, and facilities. These costs benefit Eve, but are not covered under the MSA or SSA. The corporate costs are allocated between the “Research and development” and “Selling, general and administrative” line items of the condensed consolidated statements of operations as appropriate.
Transaction Costs During the nine month period ended September 30, 2022, Embraer paid for Transaction Costs attributable to Eve Sub. The Transaction Costs comprise, but were not limited to, costs associated with legal, finance, consulting, and auditing services with the objective to effectuate the transaction with Zanite, as described in Note 1. Expenses directly related to the anticipated closing of the transaction with Zanite were capitalized and the remaining expenses were charged to the statement of operations as SG&A expenses.
Master Service Agreement and Shared Service Agreement In connection with the transfer of the assets and liabilities of the UAM business to Eve Sub, Embraer and Eve Sub entered into the 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-year periods. The MSA established a fee so that Eve may have access to Embraer’s R&D and engineering department structure, as well as, at Eve’s option, the ability to access manufacturing facilities in the future. The SSA established a cost overhead pool to be allocated, excluding any margin, so that Eve may be provided with access to certain of Embraer’s administrative services and facilities such as 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) (“Atech”) and wholly owned subsidiary of Embraer, for an initial term of 15 years (the “Atech MSA”). Fees under the Atech MSA are for services related to Air Traffic Management, defense systems, simulation systems, engineering, and consulting services.
Related Party Receivables and Payables Certain employees have transferred from Embraer to Eve. On the transfer date of each employee, all payroll related accruals for the employee are transferred to Eve. Embraer is responsible for payroll related costs prior to the transfer date. Eve recognizes a receivable from Embraer for payroll costs incurred prior to the transfer date in the "Related party receivables" line of the condensed consolidated balance sheets. Fees and expenses in connection with the MSA are set to be payable within 45 days after receipt of the invoice by Eve together with documentation supporting the fees and expenses. Costs and expenses incurred in connection with the provision of shared services to Eve pursuant to the SSA are set to be payable within 45 days of receipt by Eve. Services provided under the MSA and SSA are recognized in "Related party payables" within the condensed consolidated balance sheets.
Royalty-Free Licenses Under the MSA and SSA, Eve has a royalty-free license to access Embraer’s intellectual property to be used within the UAM market.
Leases Eve enters into agreements with Embraer to lease corporate office space and other facilities. In 2021, Eve Brazil signed an agreement with Embraer to lease two facilities, one in São José dos Campos and another in Gavião Peixoto, both in the state of São Paulo, Brazil. The leases never commenced and were terminated during the second quarter 2023. There were no costs associated with the lease termination. During the period ended September 30, 2023, the Company signed two new leases with Embraer for different sites. The São José dos Campos lease commenced on June 12, 2023. At lease commencement, a right-of-use (“ROU”) asset and operating lease liabilities of $338,006 were recognized in the “Right-of-use assets, net”, “Other current payables”, and “Other non-current payables” lines of the condensed consolidated balance sheets. The lease for the Gavião Peixoto site has not commenced as of September 30, 2023.
Related Party Loan On August 1, 2022, the Company entered into a loan agreement (the “Loan Agreement”) with EAH, a wholly owned U.S. subsidiary of Embraer, in order to efficiently manage the Company’s cash at a rate of return that is favorable to the Company for an initial term of 12 months. On August 1, 2023, Eve and EAH agreed to amend the Loan Agreement ("Amended Loan Agreement") to extend the term an additional 12 months to August 1, 2024 and increase the interest rate to 5.97% per annum. The aggregate principal amount remains to be up to $81,000,000. All accrued interest prior to the amendment was paid. The date may be extended upon mutual written agreement by the Company and Embraer. Any outstanding principal amount under the Loan Agreement may be prepaid at any time, in whole or in part, by EAH at its election and without penalty. The Company may request full or partial prepayment of any outstanding principal amount under the Loan Agreement at any time.
Related Party Expenses
The following table summarizes the related party expenses for the presented periods:
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2023 |
2022 |
2023 |
2022 |
|||||||||||||
Research and development | $ | 20,955,523 |
$ | 11,327,149 |
$ | 53,363,778 |
$ | 27,555,717 |
||||||||
Selling, general and administrative | 664,874 |
502,636 |
2,157,575 |
7,707,429 |
||||||||||||
Total |
$ |
21,620,397 |
$ |
11,829,785 |
$ |
55,521,353 |
$ |
35,263,146 |
Other Current Assets
September 30, | December 31, | |||||||
|
|
2023 |
|
|
2022 |
|||
Prepaid Directors & Officers insurance |
$ |
816,405 |
$ |
1,292,317 |
||||
Advances to suppliers |
|
510,805 |
|
|
- |
|||
Advances to employees | 209,749 |
74,064 |
||||||
Income tax advance payments (a) | - |
34,642 |
||||||
Other assets | 49,434 |
24,484 |
||||||
Total |
|
$ |
1,586,393 |
|
$ |
1,425,507 |
(a) Includes federal withholding taxes and recoverable income taxes.
September 30, |
December 31, |
|||||||
|
2023 |
|
|
2022 |
|
|||
Development mockup |
|
$ |
418,721 |
|
|
$ |
418,721 |
|
Leasehold improvement | 166,740 |
- |
||||||
Construction in progress ("CIP") |
- |
44,375 |
||||||
Computer hardware |
14,684 |
13,368 |
||||||
Total property, plant and equipment |
$ |
600,145 |
|
$ |
476,465 |
|
||
Less: Accumulated depreciation |
(122,217 |
) | (24,879 |
) | ||||
Total property, plant and equipment, net | $ |
477,928 |
$ |
451,586 |
Depreciation expense for the three months ended September 30, 2023 and 2022 was $37,220 and $0, respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 was $95,979 and $0, respectively. During the nine months ended September 30, 2023, the Company disposed of CIP assets associated with the site where the lease was terminated as described in Note 5. The expense is recognized in the "Selling, general and administrative" line of the condensed consolidated statement of operations.
Other Current Payables
Other current payables are comprised of the following items:
September 30, | December 31, | ||||||||
|
2023 |
|
|
2022 |
|||||
Payroll accruals | $ |
5,514,622 | $ | 4,033,516 | |||||
Accrued expenses |
4,314,525 | 2,491,847 | |||||||
Income tax payable |
|
|
692,448 |
|
|
- |
|||
Other payables |
143,016 |
122,808 |
|||||||
Total |
|
$ |
10,664,611 |
|
$ |
6,648,171 |
Other Non-Current Payables
Other non-current payables are comprised of the following items:
September 30, | December 31, | ||||||||
|
2023 |
|
|
2022 |
|||||
Advances from customers (a) |
|
$ |
1,075,000 |
|
$ |
800,000 |
|||
Payroll accruals | 546,998 | 42,144 | |||||||
Other payable |
405,788 |
177,930 |
|||||||
Total |
|
$ |
2,027,786 |
|
$ |
1,020,074 |
(a) Advances from customers relate to customers who have signed non-binding Letters of Intent to purchase eVTOLs.
On January 23, 2023, Eve Brazil entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social (“BNDES”), pursuant to which BNDES agreed to grant two loans to Eve Brazil with an aggregate amount of R$490 million (approximately $98 million), to support the first phase of the development of the Company’s eVTOL project. All USD approximations use foreign currency exchange rate data as of September 30, 2023.
The first loan (“Sub-credit A”), in the amount of R$80 million (approximately $16 million), will be granted in Brazilian reais by Fundo Nacional Sobre Mudança Climática (“FNMC”), a BNDES fund that supports businesses focused on mitigating climate change and reducing carbon emissions. Sub-credit A has maturity dates on a monthly basis from March 2026 through February 2035. The second loan (“Sub-credit B”), in the amount of R$410 million (approximately $82 million), will be granted in US Dollars, as adjusted on a daily basis by the US Dollar sale rate published by the Central Bank of Brazil as the “PTAX” rate. Sub-credit B has maturity dates on a quarterly basis from May 2027 through February 2035. Eve Brazil made its first draw from the loans on September 12, 2023. In connection with the first draw from Sub-credit B, a one-time R$2 million (approximately $415,000) fee to BNDES was withheld from the proceeds.
The Company's long-term debt outstanding as of September 30, 2023 included:
September 30, | ||||||||||||
2023 | ||||||||||||
Title | Type | Interest Rate | Fair Value | Carrying Amount | ||||||||
Sub-credit A | Term Loan | 4.55% | $ | 4,589,843 | $ | 5,819,957 | ||||||
Sub-credit B | Term Loan | (a) | 4,911,539 | 5,903,767 | ||||||||
Long-term debt principal | $ |