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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, 2024

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




Graphics

EVE HOLDING, INC.


(Exact name of registrant as specified in its charter)

 

Delaware

85-2549808

(State or other jurisdiction of
incorporation or organization) 

(I.R.S. Employer
Identification No.)

1400 General Aviation Drive

Melbourne, FL 32935

(Address of Principal Executive Offices, including zip code)

(321) 751-5050
(Registrants 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:

 

 

 

 

 

Title of each class

 

Trading Symbol(s)

 

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

 

EVEX

EVEXW

 

The New York Stock Exchange

The New York Stock Exchange

 

 

 

 

 




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

 

 

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 4, 2024, there were 297,644,298 shares of common stock, par value $0.001 per share, issued and outstanding.





TABLE OF CONTENTS


PART I FINANCIAL INFORMATION (Unaudited) 1



Item 1. Financial Statements 1

Condensed Consolidated Balance Sheets 1

Condensed Consolidated Statements of Operations 2

Condensed Consolidated Statements of Comprehensive Loss 2

Condensed Consolidated Statements of Equity 3

Condensed Consolidated Statements of Cash Flows 4

Notes to the Condensed Consolidated Financial Statements 5

Note 1 – Organization and Basis of Presentation 5

Note 2 – Cash and Cash Equivalents 6

Note 3 – Financial Investments 6

Note 4 – Related Party Transactions 7

Note 5 – Other Balance Sheet Components 8

Note 6 – Debt 9

Note 7 – Equity 11

Note 8 – Common Stock Warrants 12

Note 9 – Derivative Financial Instruments 14

Note 10 – Fair Value Measurements 14

Note 11 – Earnings Per Share 15

Note 12 – Research and Development Expenses 16

Note 13 – Selling, General and Administrative Expenses 16

Note 14 – Income Taxes 16

Note 15 – Leases 17

Note 16 – Commitments ​and Contingencies 17

Note 17 – Segments 18

Note 18 – Subsequent Events 18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
Item 3. Quantitative and Qualitative Disclosures About Market Risk 30
Item 4. Controls and Procedures 30



PART II OTHER INFORMATION 31



Item 1. Legal Proceedings 31
Item 1A. Risk Factors 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 3. Defaults Upon Senior Securities 31
Item 4. Mine Safety Disclosures 31
Item 5. Other Information 31
Item 6. Exhibits 32

Signatures 33
​​



PART I  FINANCIAL INFORMATION (Unaudited)


Item 1.  Financial Statements


EVE HOLDING, INC.


CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)




September 30,

December 31,



2024


2023


ASSETS








Current assets









Cash and cash equivalents



$ 24,572


$

46,882


Financial investments


255,258



111,218

Related party receivables




19



191


Related party loan receivable



-



83,042

Other current assets

​​



5,685



889


Total current assets

​​



285,534



242,221


Non-current assets








Property, plant & equipment, net



510



547

Right-of-use assets, net



1,260



508

Deferred income tax, net


1,714


1,714
Other non-current assets



504



348

Total non-current assets


3,988



3,118

Total assets


$ 289,522


$

245,339












LIABILITIES AND EQUITY









Current liabilities









Accounts payable



$ 3,916


$

4,571


Related party payables




31,588



20,208

Derivative financial instruments



1,568



13,965


Other current payables



17,697


13,245


Total current liabilities



54,768



51,989


Non-current liabilities








Long-term debt



68,309



25,764

Other non-current payables



2,779



2,535

Total non-current liabilities


71,089



28,299

Total liabilities




125,857



80,288


Commitments and contingencies (Note 16)








Equity








Common stock, $0.001 par value


298



269

Additional paid-in capital


605,505



509,448

Accumulated deficit


(442,138 )

(344,667 )
Total equity


163,665



165,051

Total liabilities and equity



$ 289,522


$

245,339


 

The accompanying notes are an integral part of these condensed consolidated financial statements.

Amounts may not add due to rounding.


1

 

EVE HOLDING, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

(Unaudited)



Three Months Ended September 30,



Nine Months Ended September 30,





2024


2023


2024


2023


Operating expenses

















     Research and development expenses


$ 32,419

$ 28,642

$ 96,191

$ 71,992

     Selling, general and administrative expenses



8,411


5,035


20,287


17,822
Total operating expenses

40,830


33,677


116,479


89,814

Operating loss



(40,830 )

(33,677 )

(116,479 )

(89,814 )
     Gain/(loss) from the change in fair value of derivative liabilities

3,990


(854 )

12,398

(9,833 )

     Financial investment income



3,629


2,802


7,961


9,039
     Related party loan interest income

430


1,158


2,875


3,149
     Interest expense

(835 )

(31 )

(1,861 )

(31 )

     Other (loss)/gain, net



(1,744 )

489


(921 )

672

Loss before income taxes



(35,361 )

(30,112 )

(96,027 )

(86,817 )

     Income tax expense



427

1,098

1,445

1,574

Net loss


$ (35,787 )
$ (31,210 )
$ (97,472 ) $ (88,392 )

















Weighted-average number of shares outstanding – basic and diluted

297,833


275,887


283,484


275,671
Net loss per share basic and diluted
$ (0.12 )
$ (0.11 )
$
(0.34
)
$
(0.32
)


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands) (Unaudited)



Three Months Ended September 30,



Nine Months Ended September 30,




2024


2023


2024


2023

Net loss


$ (35,787 )
$ (31,210 )
$ (97,472 )
$ (88,392 )

Total comprehensive loss

$ (35,787 )
$ (31,210 )
$ (97,472 ) $ (88,392 )


The accompanying notes are an integral part of these condensed consolidated financial statements.

Amounts may not add due to rounding.


2

EVE HOLDING, INC.


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands) (Unaudited) 


Common Stock















Shares



Amount




Additional

Paid-In

Capital



Accumulated

Deficit



Total

Equity


Balance at December 31, 2022

269,094

$ 269 $ 503,662 $ (217,008 ) $ 286,922
    Net loss
- - - (25,772 ) (25,772 )
    Share-based compensation
- - 868 - 868
    Warrant expenses

-


-


480

-


480
Balance at March 31, 2023
269,094
269
505,009
(242,780 )
262,498
    Net loss

-


-


-


(31,410 )

(31,410 )
    Share-based compensation and issuance of stock

70


0


650


-


650
Balance at June 30, 2023
269,164


269


505,659


(274,190 )

231,738
    Net loss

-


-


-


(31,210 )

(31,210 )
    Warrants exercised for common stock

0


-


1


-


1
    Share-based compensation and issuance of stock

45


0


1,515


-


1,515
Balance at September 30, 2023

269,209

$ 269

$ 507,176

$ (305,400 )
$ 202,045





















Balance at December 31, 2023
269,359

$ 269

$ 509,448

$ (344,667 )
$ 165,051
    Net loss
- - - (25,296 ) (25,296 )
    Share-based compensation and issuance for vested awards 
7 0 1,126 - 1,126
Balance at March 31, 2024
269,366
269
510,574
(369,963 )
140,881
    Net loss

-


-


-


(36,388 )

(36,388 )
    Share-based compensation and issuance for vested awards

160


0


600


-


600
Balance at June 30, 2024
269,526


270


511,174


(406,351 )

105,093
    Net loss

-


-


-


(35,787 )

(35,787 )
    Issuance of common stock, net

23,900


24


85,163


-


85,187
    Warrants exchanged for common stock

3,319


3


8,116


-


8,120
    Warrants exercised for common stock

900


1


8


-


9
    Share-based compensation

-


-


1,044


-


1,044
Balance at September 30, 2024

297,644

$ 298

$ 605,505

$ (442,138 )
$ 163,665


The accompanying notes are an integral part of these condensed consolidated financial statements.

Amounts may not add due to rounding.



EVE HOLDING, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

Nine Months Ended September 30,

2024


2023


Cash flows from operating activities









Net loss


$ (97,472 )

$

(88,392

)

   Adjustments to reconcile net loss to net cash used by operating activities









Depreciation and amortization


176



143

Non-cash lease expenses


366


55
Unrealized gain on the exchange rate changes


(1,220
)

(385 )
Share-based compensation

2,770



3,320

Warrant expenses


-



480

Change in fair value of derivative financial instruments

(12,398
)

9,833
   Changes in operating assets and liabilities







Accrued interest on financial investments, net


(5,040
)

(5,667 )
Accrued interest on related party loan receivable, net


2,042


844

Other assets



(1,499 )


(733

)

Related party receivables



163


(1,898

)

Accounts payable



(569 )


(257 )
Related party payables

11,515


8,016

Other payables



3,874


4,644

Net cash used by operating activities



(97,290 )


(69,997 )
Cash flows from investing activities







Redemptions of financial investments


60,000



72,500

Purchases of financial investments

(199,000 )

(52,500 )
Collection of related party loan

81,000


-
Expenditures for property, plant and equipment

(4,001
)

(168
)
Net cash (used) provided by investing activities

(62,001 ) 19,832
Cash flows from financing activities







Proceeds from issuance of common stock, net of fees to investors

94,288


-
Non-investor equity issuance costs 

(981 )

-
Proceeds from debt, net

45,246



11,375

Non-creditor debt issuance costs


(787
)

(375
)
Tax withholding on share-based compensation

-


(287 )
Proceeds from exercised warrants

9


1
Net cash provided by financing activities

137,774 10,714
Effect of exchange rate changes on cash and cash equivalents

(792
)

402
Decrease in cash and cash equivalents

(22,310 )

(39,049 )

Cash and cash equivalents at the beginning of the period



46,882


49,146


Cash and cash equivalents at the end of the period


$ 24,572

$

10,097


Supplemental disclosure of cash information









Cash paid for








Income tax
$
2,762

$
875
Interest
$ 1,317

$ -
Supplemental disclosure of other non-cash investing and financing activities







Property, plant & equipment expenditures in accounts payable and other accruals
$ 41

$ -
Right-of-use assets obtained in exchange for operating lease liabilities

$ 1,118


$ 373

Issuance of common stock for vested restricted stock units

$
878


$
1,366

The accompanying notes are an integral part of these condensed consolidated financial statements.

Amounts may not add due to rounding.


4


EVE HOLDING, INC.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, unless otherwise specified or per share amounts)
(Unaudited)

 

Note 1 Organization and Basis of Presentation


Eve Holding, Inc. (together with its subsidiaries, as applicable, “Eve,” the “Company,” “we,” “us,” or “our”), is an aerospace company that is dedicated to accelerating the urban air mobility (“UAM”) ecosystem. The Company 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.

 

Basis of Presentation

 

The condensed consolidated financial statements are presented in US Dollars, unless otherwise noted, and have been prepared in accordance with generally accepted accounting principles 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 2023 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.

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 recognizes that the actual results could be materially different from the estimates. 


Prior Period Reclassification


We have reclassified certain prior period amounts to conform to the current period presentation. These reclassifications had no effect on the reported results of operations.

 

Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for our 2024 annual financial statements and interim periods beginning in 2025. The Company does not expect the adoption of this ASU will have a material impact on the consolidated financial statements and related disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This guidance establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing guidance. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024, although early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on our consolidated financial statements, but does not expect the adoption of this ASU will have a material impact on the 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,




2024



2023

Cash
$ 6,203

$ 9,173
CDBs

6,323


4,385
Fixed deposits

12,046



33,325

Total

$ 24,572

$ 46,882

 

 

The financial investments are classified as held-to-maturity (“HTM”) because management has the intent and ability to hold the securities until maturity. These investments include time deposits with original maturities of one year or less, but greater than 90 days and are recorded at amortized cost in the condensed consolidated balance sheets.


September 30, 2024
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
HTM securities, at cost:
Time deposits $ 255,258 $ 674 $ - $ 255,931

December 31, 2023
Amortized Cost Unrealized Gains Unrealized Losses
Fair Value
HTM securities, at cost: 

Time deposits $ 111,218 $ 106 $ -
$ 111,324


No allowances for credit losses were recognized as of September 30, 2024 and December 31, 2023.


6

 

Note 4 – Related Party Transactions

 

Relationship with Embraer

 

Embraer S.A., a Brazilian corporation (sociedade anônima) (ERJ), through one of its wholly owned subsidiaries Embraer Aircraft Holdings, Inc. (EAH and collectively Embraer), own approximately 83% of the outstanding common stock of the Company. The expenses from transactions with Embraer reflected in the condensed consolidated financial statements may not be indicative of expenses that will be incurred by the Company with third parties in the future. 


In July and September 2024, the Company closed a private placement, which included investment from, among others, Embraer, pursuant to which the Company received aggregate gross proceeds of $95.6 million. Pursuant to the private placement, Embraer received certain newly issued shares of common stock and warrants. Refer to Note 7 and Note 8 for more information regarding the private placement.


Master Service Agreements and Shared Service Agreement In December 2021, the Company and Embraer entered into the Master Service Agreement (“MSA”) and Shared Service Agreement (“SSA”), and as a result, Embraer began charging the Company for research and development (“R&D”) and selling, general and administrative (“SG&A”) services, respectively. 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 the Company may have access to Embraer’s R&D and engineering department structure, as well as, at the Company’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 the Company may be provided with access to certain of Embraer’s administrative services and facilities such as shared service centers. In addition, in December 2021, the Company 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. Fees under the Atech MSA are for services related to air traffic management software development, defense systems, simulation systems, engineering, and consulting services.

 

Corporate Costs Embraer incurs corporate costs for services provided to the Company. These costs include, but are not limited to, expenses for information systems, accounting, treasury, purchasing, human resources, legal, and facilities. These costs benefit the Company, but are not covered under the MSA or SSA. The corporate costs are allocated between the “Research and development expenses” and “Selling, general and administrative expenses” line items of the condensed consolidated statements of operations as appropriate.

 

Development Costs The Company has entered into supply agreements with Embraer entities and joint ventures that Embraer is a party to for the purchase of components and other materials consumed in development activities.

 

Related Party Receivables and Payables Certain employees have transferred from Embraer to the Company. On the transfer date of each employee, all payroll related accruals for the employee are transferred to the Company. Embraer is responsible for payroll related costs prior to the transfer date. The Company 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, SSA, and other costs are payable within 45 days after receipt of the invoice and are recognized in Related party payables within the condensed consolidated balance sheets.

 

Royalty-Free Licenses Under the MSA and SSA, the Company has a royalty-free license to access Embraer’s intellectual property to be used within the UAM market. 


Leases The Company has entered into agreements with Embraer to lease corporate office space and other facilities, including a site expected to be used to develop the Company's manufacturing facility for eVTOL production. Refer to Note 15 for more information.



Related Party Loan On August 1, 2022, the Company entered into a loan agreement with EAH 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. In August 2023, the initial term of the loan was extended for an additional 12 monthsOn August 1, 2024, the loan matured. Principal and interest collected was $85.9 million. No credit losses were recognized related to the loan receivable through the loans maturity on August 1, 2024 and the nine months ended September 30, 2023.

 

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,



2024


2023


2024



2023

Research and development expenses
$ 26,322

$ 20,956

$ 71,305


$ 53,364

Selling, general and administrative expenses

1,297


665


2,886



2,158

Total
$ 27,619

$ 21,620

$
74,191
$
55,521

 


Other Current Assets


Other current assets are comprised of the following items:




September 30,

December 31,


2024


2023


Advances to suppliers
$
4,449


$
298

Prepaid Directors & Officers insurance



597




467


Advances to employees

225



59

Prepaid income tax

176


-
Other assets

238



65

Total


$

5,685


$

889


Property Plant and Equipment


Property, plant and equipment consisted of the following:




September 30,


December 31,

2024



2023


Development mockups


$

516



$

516


Leasehold improvements

167



167

Computer hardware


15



15

Construction in progress 

98


9

Total property, plant and equipment

$

796


$

707


Less: Accumulated depreciation


(286
)

(160
)
Total property, plant and equipment, net $
510
$
547


Construction in progress includes costs incurred for the Company’s manufacturing facility to be constructed in Taubaté, São Paulo, Brazil and tooling for eVTOL production that is under construction by vendors that will be owned by the Company. 



Other Current Payables


Other current payables are comprised of the following items:




September 30,


December 31,


2024


2023


Accrued expenses

$ 11,082

$ 7,075
Payroll accruals
4,772

4,737

Income tax payable



-




1,141


Other payables


1,844



293

Total


$

17,697


$

13,245


Other Non-Current Payables


Other non-current payables are comprised of the following items:




September 30,

December 31,


2024


2023


Advances from customers


$

1,534



$

1,284


Payroll accruals
598
867
Other payables


647



383

Total


$

2,779


$

2,535



Advances from customers relate to customers who have signed non-binding Letters of Intent to purchase eVTOLs.


Note 6  Debt


In January 2023, the Company entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social (“BNDES”), pursuant to which BNDES extended two loans with an aggregate borrowing availability of R$490 million (approximately $94.9 million), to support the first phase of the development of the Company’s eVTOL project. 


The first loan (“Sub-credit A”), in the amount of R$80 million (approximately $14.7 million using the exchange rate as of September 30, 2024), was denominated 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 $80.2 million), was denominated in US Dollars when the agreement was executed 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. In September 2023, BNDES withheld a one-time fee of approximately $0.4 million from the initial draw.



The Company’s long-term debt outstanding included:









September 30,


December 31,
Title Type Interest Rate 2024

2023
Sub-credit A Term Loan 4.55% $ 14,684
$ 13,132
Sub-credit B Term Loan (a) 54,885

12,937
Long-term debt principal $ 69,569
$ 26,069
Unamortized debt issuance costs (b) (1,259 )
(305 )
Long-term debt $ 68,309
$ 25,764


(a) A fixed rate is determined for each draw on the loan, calculated as 1.10% per year plus a fixed rate to be published by BNDES every 15 days in accordance with the BNDES Loan Agreement.
(b) Excludes $131 thousand and $348 thousand in deferred charges as of September 30, 2024 and December 31, 2023, respectively, related to debt issuance costs that will be recognized pro-ratably when the remaining funds are drawn.


The long-term debt principal as of September 30, 2024 matures as follows:


Total
2024 $ -
2025 -
2026 1,360
2027 6,777
2028 8,492
Thereafter 52,940
Total $ 69,569


As of September 30, 2024, Sub-credit A was fully drawn and approximately $25.3 million was available to be drawn on Sub-credit B. The BNDES loans shall be drawn by the Company by January 23, 2026. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid no later than February 15, 2035. The BNDES Loan Agreement provides that the availability of such loans are subject to BNDES rules and regulations and, in the case of Sub-credit A, FNMC’s budget. In the case of Sub-credit B, the loan is subject to rules and regulations of BNDES financing program, which is subject to funding by the Conselho Monetário Nacional, Brazil’s National Monetary Council. Additionally, the BNDES Loan Agreement provides that the borrowing of any amount under these loans are subject to certain conditions, including, among others, the promulgation of a new law (which condition only applies to Sub-credit A), the receipt by BNDES of a guarantee from an acceptable financial institution, absence of any facts that would have a material adverse effect on the economic or financial condition of the Company, and approval of the project by the applicable environmental entities.


10


Note 7 – Equity

 

The Company’s common stock trades on the NYSE under the ticker EVEX. Pursuant to the terms of the Amended and Restated Certificate of Incorporation, the Company is authorized to issue the following shares and classes of capital stock, each with a par value of $0.001 per share: (i) 1,000,000,000 shares of common stock; and (ii) 100,000,000 shares of preferred stock. There were 297,644,298 and 269,359,021 shares of common stock issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders.  Holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors in its discretion out of funds legally available. No dividends on common stock have been declared by the Company’s Board of Directors through September 30, 2024, and the Company does not expect to pay dividends in the foreseeable future. The Company has shares of common stock reserved for future issuance related to warrants and share-based compensation.

  

Preferred stock may be issued at the discretion of the Companys Board of Directors, as may be permitted by the General Corporation Law of the State of Delaware and without further stockholder action. The shares of preferred stock would be issuable for any proper corporate purpose, including, among other things, future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends, or issuances under current and any future stock incentive plans, pursuant to which the Company may provide equity incentives to employees, officers, and directors and in certain instances may be used as an anti-takeover defense. As of September 30, 2024 and December 31, 2023, there was no preferred stock issued and outstanding.

 

In the event of a voluntary or involuntary liquidation, dissolution, distribution of assets, or winding-up, subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of any preferred stock have been satisfied, if any.


2024 Private Placement


On June 28, 2024 and July 12, 2024, the Company entered into subscription agreements, warrant agreements, and warrant exchange agreements with certain investors relating to a private placement (the “2024 Private Placement”) for (i) the issuance and sale of 23,900,000 newly issued shares of common stock of the Company, par value $0.001 per share, for cash at a purchase price of $4.00 per share (of which, 7,500,000 shares were purchased and issued to Embraer), (ii) the issuance of 3,318,588 shares of common stock of the Company in exchange for the surrender and cancellation of certain warrants to acquire an aggregate of 8,296,470 shares of common stock of the Company, and (iii) the issuance of certain Penny Warrants to acquire an aggregate of 2,500,000 shares of common stock of the Company (of which, 1,500,000 were issued to Embraer). The common stock issued has the same rights as the existing common stock issued and outstanding. Refer to Note 8 for more information regarding the warrants related to the 2024 Private Placement. The transactions contemplated by the 2024 Private Placement closed on July 2, 2024, July 5, 2024, July 18, 2024, and September 4, 2024. The Company received aggregate gross proceeds of $95.6 million. A portion of the gross proceeds was allocated to the warrants exchanged for common stock with the residual value being attributable to the newly issued shares of common stock. Issuance costs of approximately $2.3 million were recognized as part of the transaction. The proceeds were recorded to the “Additional paid-in capital” line item of the condensed consolidated balance sheets, with exception of the par value of common stock issued as part of the transaction. The Company intends to use the net proceeds for working capital and general corporate purposes.


Warrants Classified as Equity

Public Warrants

The Company has outstanding warrants that are publicly traded on the New York Stock Exchange (“NYSE”) (the “Public Warrants”) under the ticker EVEXW. Each Public Warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our common stock. The Public Warrants are exercisable provided that we have an effective registration statement under the Securities Act of 1933 (