ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS
OPERATIONS, AND LIQUIDITY
EVe Mobility Acquisition Corp (the “Company”
or “EVe”) is a blank check company incorporated in Cayman Islands on March 23, 2021. The Company was formed for the purpose
of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic
region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the
Company is subject to all of the risks associated with early stage and emerging growth companies.
As of September 30, 2022, the Company had
not commenced any operations. All activity for the period from March 23, 2021 (inception) through September 30, 2022 relates to the Company’s
formation, the initial public offering (“Initial Public Offering”) as described below, and since the closing of the Initial
Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest
income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end.
The registration statement for the Company’s Initial
Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company consummated the Initial Public
Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the
“Public Shares”), including the issuance of 3,000,000 Units as a result of the underwriter’s partial exercise of its
over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $250,000,000. Each whole warrant entitles the holder
thereof to purchase one ordinary share for $11.50 per share, subject to adjustment, which is discussed in Note 3.
Simultaneously with the closing of the IPO, the
Company completed the private sale of 1,140,000 private placement units (the “Private Placement Units”) at a purchase price
of $10.00 per Private Placement Unit, to the Company’s sponsor, EVe Mobility Sponsor LLC (the “Sponsor”), Cantor Fitzgerald
& Co. (“Cantor”) and Moelis & Company Group, LP (“Moelis LP”), an affiliate of Moelis & Company, LLC
(“Moelis”), generating gross proceeds to the Company of $11,400,000. The Private Placement Units are identical to the units
sold as part of the Units in the Initial Public Offering except that, no underwriting discounts or commissions were paid with respect
to the sale of the Private Placement Units.
Following the closing of the Initial Public Offering
on December 17, 2021, an amount of $255,000,000, comprised of proceeds from the Initial Public Offering and the sale of the Private
Placement Units, was placed in a U.S.-based trust account (the “Trust Account”), and will be invested only in U.S. government
treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of
a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Transaction costs related to the issuances described
above amounted to $14,355,310, consisting of $4,400,000 of cash underwriting fees, $9,350,000 of deferred underwriting fees, and $605,310
of other offering costs.
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. New York
Stock Exchange rules provide that the Business Combination must be with one or more target businesses that together have a fair market
value equal to at least 80% of the balance in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the
time of the signing of a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if
the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”).
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection
with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the
Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion.
The public shareholders will be entitled to redeem their Public shares for a pro rata portion of the amount held in the Trust Account
($10.20 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no
redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares
will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with
the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities
from Equity (“ASC 480”).
The Company will proceed with a Business Combination
if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares
voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing
requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its
amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”),
conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender
offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing
a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to
vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of
approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether
they vote for or against the proposed transaction or vote at all.
Notwithstanding the foregoing, if the Company
seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended
and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsor has agreed to (i) waive its redemption
rights with respect to its Founder Shares (ii) waive its redemption rights with respect to its Founder Shares and Public Shares in connection
with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association (A) that would modify
the substance or timing of the Company’s obligation to provide holders of Class A ordinary shares the right to have their shares
redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a
Business Combination within 18 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating
to the rights of holders of Class A ordinary shares and (iii) waive its rights to liquidating distributions from the Trust Account with
respect to any Founder Shares they hold if the Company does not complete a Business Combination within 18 months from the closing of the
Initial Public Offering. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will
be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination
Period (as defined below).
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
The Company will have until 18 months from the
closing of the Initial Public Offering (the “Combination Period”) to complete a Business Combination. If the Company is unable
to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman law to provide
for claims of creditors and the requirements of other applicable law.
The underwriters have agreed to waive their rights
to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account
that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share
value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or
products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement,
reduce the amount of funds in the Trust Account to below (1) $10.20 per Public Share or (2) the actual amount per Public Share held in
the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the
value of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, provided
that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all
rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of
the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not
be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor
will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,
interest or claim of any kind in or to monies held in the Trust Account.
Liquidity and Going Concern
As of September 30, 2022, the Company had
$235,577 in cash held outside of the Trust Account and a working capital surplus of $121,118. Upon the completion of the Initial Public
Offering, capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company
for general working capital purposes. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
The Company intends to use the funds held outside
the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
If the Company’s estimates of the costs
of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the
actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial Business
Combination. Moreover, the Company may need to obtain additional financing either to complete an initial Business Combination or because
the Company becomes obligated to redeem a significant number of its public shares upon completion of an initial Business Combination,
in which case the Company may issue additional securities or incur debt in connection with such Business Combination.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
In connection with the Company’s assessment
of going concern considerations in accordance with ASC Subtopic 205-40, Presentation of Financial Statements – Going Concern, pursuant
to its Amended and Restated Memorandum and Articles of Association, the Company has until June 17, 2023 to consummate a Business Combination.
If a Business Combination is not consummated by this date, or the Company’s shareholders have not approved an extension, there will be
a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on
or before June 17, 2023, and may seek an extension, it is uncertain that the Company will be able to consummate a Business Combination,
or obtain an extension, by this time. This, as well as its liquidity condition, raise substantial doubt about the Company’s ability
to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required
to liquidate after June 17, 2023.
Risks and Uncertainties
Management continues to evaluate the impact of
the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect
on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily
determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
In February 2022, the Russian Federation and Belarus
commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have
instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on
the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial
condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the SEC.
Certain information or footnote disclosures normally
included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations
of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive
presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed financial statements should
be read in conjunction with the Company’s Annual Report on Form 10-K as filed with the SEC on April 14, 2022. The interim results for
the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December
31, 2022 or for any future periods.
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 auditor 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 shareholder
approval of any golden parachute payments not previously approved.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
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 an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which
means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as
an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial
statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of expenses during the reporting period.
Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could
change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of September 30, 2022 and December 31, 2021. As of September 30, 2022 and December 31, 2021, Company had operating
cash (i.e. cash held outside the Trust Account) of $235,577 and $750,293, respectively.
Investments Held in Trust Account
As of September 30, 2022 and December 31,
2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company’s
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair
value at the end of each reporting period. Interest income is included in the interest income on investments held in trust account in
the accompanying statements of operations.
Warrants
The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480 and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of
the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common
stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted
at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or
modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Public
Warrants (as defined in Note 3) and Private Placement Warrants (as defined in Note 4) are equity classified (see Note 7).
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
Class
A Ordinary Shares Subject to Possible Redemption
All of the
25,000,000 Public Shares sold as part of the Units in the Initial Public Offering and the partial exercise of the over-allotment
option contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation,
if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to
the Amended and Restated Memorandum and Articles of Association. In accordance with ASC 480-10-S99, redemption provisions not solely within
the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all
Public Shares have been classified outside of permanent equity.
The Company recognizes changes in redemption value immediately as they
occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period.
Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital
and accumulated deficit. The redemption value of the redeemable ordinary shares as of September 30, 2022 increased as the income
earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded
an increase in the carrying amount of the redeemable ordinary shares of $1,521,510 as of September 30, 2022.
As of September 30, 2022 and December 31,
2021, the Class A ordinary shares subject to redemption reflected in the condensed balance sheet are reconciled in the following table:
Gross proceeds | |
$ | 250,000,000 | |
Less: | |
| | |
Proceeds allocated to Public Warrants | |
| (4,500,000 | ) |
Issuance costs allocated to Class A ordinary shares | |
| (14,071,008 | ) |
Plus: | |
| | |
Re-measurement of carrying value to redemption value | |
| 23,571,008 | |
Class A ordinary shares subject to possible redemption as of December 31, 2021 | |
| 255,000,000 | |
Plus: | |
| | |
Re-measurement of Class A ordinary shares subject to possible redemption due to gains on investments held in Trust Account | |
| 24,851 | |
Class A ordinary shares subject to possible redemption as of March 31, 2022 | |
| 255,024,851 | |
Plus: | |
| | |
Re-measurement of Class A ordinary shares subject to possible redemption due to gains on investments held in Trust Account | |
| 337,997 | |
Class A ordinary shares subject to possible redemption as of June 30, 2022 | |
| 255,362,848 | |
Plus: | |
| | |
Re-measurement of Class A ordinary shares subject to possible redemption due to gains on investments held in Trust Account | |
| 1,158,662 | |
Class A ordinary shares subject to possible redemption as of September 30, 2022 | |
$ | 256,521,510 | |
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
Offering Costs associated with the Initial
Public Offering
The Company complies with the requirements of
ASC Topic 340, Other Assets and Deferred Costs (“ASC 340”) and SEC Staff Accounting Bulletin Topic 5A - Expenses of
Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a
reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company
incurred offering costs amounting to $14,355,310 as a result of the Initial Public Offering (consisting of a $4,400,000 underwriting discount,
$9,350,000 of deferred offering costs, and $605,310 of other offering costs). The Company recorded $14,071,008 of offering costs as a
reduction of temporary equity and $284,302 of offering costs as a reduction of permanent equity.
Income Taxes
The Company accounts for income taxes under ASC
Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both
the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the
Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s
financial statements.
The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman
Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
Consequently, income taxes are not reflected in the Company’s financial statements.
Net Income
(Loss) Per Ordinary Share
The Company complies with accounting and disclosure
requirements of ASC 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net income (loss) by
the weighted-average number of ordinary shares outstanding during the period. Re-measurement associated with the redeemable Class A ordinary
shares is excluded from net loss per share as the redemption value approximates fair value. Therefore, the per share calculation allocates
income and losses shared pro rata between Class A and Class B ordinary shares. As a result, the calculated net income (loss) per share
is the same for Class A and Class B ordinary shares. The Company has not considered the effect of the warrants sold in the Initial Public
Offering, the partial exercise of the over-allotment option, and private placement to purchase an aggregate of 13,070,000 shares in the
calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result,
diluted per share is the same as basic loss per share for the periods presented.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
The following table reflects the calculation of
basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
| |
Three Months Ended September 30, 2022 | | |
Three Months Ended September 30, 2021 | | |
Nine Months Ended September 30, 2022 | | |
For the Period from March 23, 2021 (Inception) Through September 30, 2021 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic and diluted net income per share: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Net income (loss) | |
$ | 729,276 | | |
$ | 232,491 | | |
$ | — | | |
$ | — | | |
$ | 521,531 | | |
$ | 166,358 | | |
$ | — | | |
$ | (7,603 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 26,140,000 | | |
| 8,333,333 | | |
| — | | |
| 7,333,333 | | |
| 26,140,000 | | |
| 8,338,113 | | |
| — | | |
| 7,333,333 | |
Basic and diluted net income (loss) per share | |
$ | 0.03 | | |
$ | 0.03 | | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.02 | | |
$ | 0.02 | | |
$ | 0.00 | | |
$ | (0.00 | ) |
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal
depository insurance coverage of $250,000. The Company has not experienced losses on this account and management believes the Company
is not exposed to significant risks on such account.
Fair Value of Financial Instruments
The Company applies ASC Topic 820, Fair Value
Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value
within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to
transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants
on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants
would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting
entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the
assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information
available in the circumstances.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
The carrying amounts reflected in the balance
sheet for current assets and current liabilities approximate fair value due to their short-term nature.
Level 1 — Assets and liabilities with unadjusted,
quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in
active markets for identical assets or liabilities.
Level 2 — Inputs to the fair value measurement
are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable
inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement
are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets
or liabilities.
See Note 8 for additional information on assets
measured at fair value.
Recent Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s
Initial Public Offering was declared effective on December 14, 2021. On December 17, 2021, the Company completed its Initial
Public Offering of 25,000,000 Units, including the issuance of 3,000,000 Units as a result of the underwriter’s exercise of its
over-allotment option, at a purchase price of $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class
A ordinary share, $0.0001 par value, and one-half of one redeemable warrant (the “Public Warrants”). Each Public Warrant entitles
the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 7).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 1,140,000 Private Placement Units at a price of $10.00 per Unit in a private placement
to the Sponsor, generating gross proceeds of $11,400,000. Of those 1,140,000 Private Placement Units, the Sponsor purchased 982,857 Units,
Cantor purchased 110,000 Units and Moelis LP purchase 47,143 Units. Each Private Placement Unit consists of a Class A ordinary share (the
“Private Placement Shares”) and one-half of one redeemable warrant (the “Private Placement Warrants”). The proceeds
from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.
If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement
Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants included
in the Private Placement Units will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account
with respect to the Private Placement Warrants.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On April 7, 2021, the Sponsor paid $25,000 in
consideration for 7,187,500 shares of Class B ordinary shares (the “Founder Shares”). On September 3, 2021, the Company effected
a share capitalization of an additional 2,395,833 Class B ordinary shares, resulting in an aggregate of 9,583,333 Class B ordinary shares
outstanding. On September 27, 2021, the Company surrendered 1,916,666 Class B ordinary shares for no consideration, resulting in an aggregate
of 7,666,667 Class B ordinary shares. On December 14, 2021, the Company effected a share capitalization of 766,666 Class B ordinary shares,
resulting in the initial shareholders holding an aggregate of 8,433,333 Founder Shares. The Founder Shares include an aggregate of up
to 1,100,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option
is not exercised in full or in part, so that the Sponsor and its permitted transferees will own, on an as-converted basis, 25% of the
Company’s issued and outstanding shares after the Initial Public Offering. On December 17, 2021, with the partial exercise of the
underwriters’ over-allotment option, 1,000,000 Class B ordinary shares were no longer subject to forfeiture, leaving 100,000 Class
B ordinary shares subject to forfeiture. On January 14, 2022, the Company forfeited the remaining portion of the over-allotment option,
thus, 100,000 Class B ordinary shares were forfeited.
The Sponsor has agreed that, subject to certain
limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion
of a Business Combination or (ii) subsequent to an initial Business Combination, (x) if the closing price of Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial Business Combination, or (y) the
date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the public
shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Founder Shares will automatically
convert into Class A ordinary shares at the time of the initial business combination, or earlier at the option of the holder, on a one-for-one
basis.
Promissory Note - Related Party
On April 6, 2021, the Company issued an unsecured
promissory note to the Sponsor, which was amended and restated on September 3, 2021 (the “Promissory Note”), pursuant to which
the Company had the option to borrow up to an aggregate principal amount of $300,000 to cover expenses related to the Initial Public Offering.
The Promissory Note was non-interest bearing and was payable on the earlier of December 31, 2021 or the completion of the Initial Public
Offering. The outstanding balance under the Promissory Note of $216,353 was repaid and the Promissory Note was terminated at the closing
of the Initial Public Offering on December 17, 2021.
Due from Sponsor
Due from Sponsor consists of operating costs associated
with EVe Mobility Sponsor LLC that were paid by the Company, and are reimbursable by the Sponsor on demand. As of September 30, 2022
and December 31, 2021, $2,826 and $25,000 were outstanding.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
Administrative Support Agreement
On December 14, 2021, the Company entered into
an agreement to pay the Sponsor a total of $10,000 per month for office space, secretarial and administrative services. Upon completion
of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Under this agreement
$30,000 and $0 of expenses were incurred for the three months ended September 30, 2022 and 2021, respectively, and $90,000 and $0 for
the nine months ended September 30, 2022 and for the period from March 23, 2021 (inception) through September 30, 2021, respectively.
As of September 30, 2022 and December 31, 2021, $10,000 and $0 related to this agreement was owed to the Sponsor, respectively.
Related Party Loans
In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and
directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company
completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released
to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that
a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working
Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the
terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The
Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s
discretion, up to $1,500,000 of such Working Capital Loans may be convertible into units at a price of $10.00 per unit at the option of
the lender. The units would be identical to the Private Placement Units. There are no Working Capital Loans outstanding as of September 30,
2022 and December 31, 2021.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Shareholder Rights Agreement
The holders of the Founder Shares, Private Placement
Units, Private Placement Shares and Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Warrants
and Private Placement Units that may be issued upon conversion of Working Capital Loans are entitled to registration rights pursuant to
a registration rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are
entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of
a Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement
filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Simultaneously with the Initial Public Offering,
the underwriters partially exercised the over-allotment option to purchase an additional 3,000,000 Units at an offering price of $10.00
per Unit for an aggregate purchase price of $30,000,000.
The underwriters were paid a cash underwriting
discount of $0.20 per Unit (not including the over-allotment Units), or $4,400,000 in the aggregate, upon the closing of the Initial Public
Offering. In addition, $0.35 per Unit (and $0.55 per over-allotment Unit), or $9,350,000 in the aggregate will be payable to the underwriters
for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account
solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Business Combination Marketing Agreement
On December 14, 2021, the Company entered into
an agreement with the underwriters as advisors in connection with the initial Business Combination to assist the Company in holding meetings
with the shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to
potential investors that are interested in purchasing the securities, assist the Company in obtaining shareholder approval for the Business
Combination and assist the Company with our press releases and public findings in connection with the Business Combination. The Company
will pay the underwriters a cash fee for such services upon the consummation of the initial Business Combination of 1.5% (or $3,750,000
in the aggregate, of the gross proceeds of the Initial Public Offering). As a result, the underwriters will not be entitled to such fee
unless the Company consummates the initial Business Combination.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 7. SHAREHOLDERS’ DEFICIT
Preference shares — The Company
is authorized to issue 5,000,000 shares of $0.0001 par value preference shares. As of September 30, 2022 and December 31, 2021
there were no preference shares issued or outstanding.
Class A ordinary shares —
The Company is authorized to issue up to 500,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of September 30,
2022 and December 31, 2021 there were 1,140,000 shares of Class A ordinary shares issued and outstanding, excluding 25,000,000 shares
of Class A ordinary shares subject to possible redemption at September 30, 2022 and December 31, 2021.
Class B ordinary shares —
The Company is authorized to issue up to 50,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of September 30,
2022 and December 31, 2021 there were 8,333,333 and 8,433,333 Class B ordinary shares issued and outstanding, respectively. On December 17,
2021, with the partial exercise of the underwriters’ over-allotment option, 1,000,000 Class B ordinary shares were no longer subject to
forfeiture, leaving 100,000 Class B ordinary shares subject to forfeiture. On January 14, 2022, the Company forfeited the remaining 100,000
Class B ordinary shares.
Class A ordinary shareholders and Class B ordinary
shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and vote together as
a single class, except as required by law; provided, that, prior to the initial Business Combination, holders of the Class B ordinary
shares will have the right to appoint all of the Company’s directors and remove members of the board of directors for any reason,
and holders of the Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. These provisions
of the Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution passed by the holders of
a majority of at least 90% of the ordinary shares attending and voting in a general meeting. Unless specified in the Companies Act, the
Amended and Restated Memorandum and Articles of Association or applicable stock exchange rules, the affirmative vote of a majority of
the Company’s ordinary shares that are voted is required to approve any such matter voted on by the Company’s shareholders
(other than the appointment or removal of directors prior to the initial Business Combination), and, prior to the initial Business Combination,
the affirmative vote of a majority of the Company’s Founder Shares is required to approve the appointment or removal of directors.
Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to the Amended and Restated Memorandum
and Articles of Association; such actions include amending the Amended and Restated Memorandum and Articles of Association and approving
a statutory merger or consolidation with another company. Directors are appointed for a term of two years. There is no cumulative voting
with respect to the appointment of directors, with the result that the holders of more than 50% of the Founder Shares voted for the appointment
of directors can appoint all of the directors prior to the Company’s initial Business Combination. The Company’s shareholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Warrants — Public Warrants
may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public
Warrants will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire five
years after the completion of the initial Business Combination or earlier upon redemption or liquidation.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
The Company has agreed that as soon as practicable,
but in no event later than 15 business days after the closing of an initial Business Combination, the Company will use its commercially
reasonable efforts to file with the SEC a post-effective amendment to the registration statement covering the issuance of the Class A
ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same
to become effective within 60 business days after the closing of an initial Business Combination and to maintain the effectiveness of
such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed;
provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may,
at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain
in effect a registration statement. If any such registration statement has not been declared effective by the 60th business day following
the closing of an initial Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business
day after the closing of the initial Business Combination and ending upon such registration statement being declared effective by the
SEC, and during any other period when the Company fails to have maintained an effective registration statement covering the issuance of
the Class A ordinary shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.”
Redemption of warrants when the price per Class
A ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except
as described herein with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon not less than 30 days’ prior written notice of
redemption to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Class
A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the
Company sends the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share
(as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like). |
The Company will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise
of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day
redemption period. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the
Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if the Company issues additional
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of an initial Business Combination
at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be
determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares or Private Placement Shares held by the Sponsor or such affiliates, as applicable, prior
to such issuance) (the “Newly Issued Price”), the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of an initial Business Combination on the date of the completion
of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Company’s Class A
ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates an initial
Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share
redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds
$18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants are identical to
the Public Warrants except that (1) the Private Placement Warrants will not be redeemable by the Company, (2) the Private Placement Warrants
(and the Class A ordinary shares issuable upon exercise of such warrants) may be subject to certain transfer restrictions, (3) the Private
Placement Warrants may be exercised by the holders on a cashless basis, and (4) the holders of the Private Placement Warrants (including
the Class A ordinary shares issuable upon exercise of such warrants) are entitled to registration rights.
The Company accounted for the 13,070,000 warrants
issued in connection with the Initial Public Offering (including 12,500,000 Public Warrants and 570,000 Private Placement Warrants) in
accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from
equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair
value are not recognized as long as the contracts continue to be classified in equity.
EVE MOBILITY ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
NOTE 8. FAIR VALUE MEASUREMENTS
The following table presents information about
the Company’s financial assets that are measured at fair value on a recurring basis as of September 30, 2022 and December 31,
2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
Description | |
Amount at
Fair Value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
September 30, 2022 | |
| | |
| | |
| | |
| |
Assets | |
| | |
| | |
| | |
| |
Investments held in Trust Account: | |
| | |
| | |
| | |
| |
U.S. Treasury Securities Money Market Funds | |
$ | 256,521,510 | | |
$ | 256,521,510 | | |
$ | — | | |
$ | — | |
| |
| | | |
| | | |
| | | |
| | |
December 31, 2021 | |
| | | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investments held in Trust Account: | |
| | | |
| | | |
| | | |
| | |
U.S. Treasury Securities Money Market Funds | |
$ | 255,000,608 | | |
$ | 255,000,608 | | |
$ | — | | |
$ | — | |
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.