Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | EVE HOLDING, INC. | |
Entity Central Index Key | 0001823652 | |
Current Fiscal Year End Date | --12-31 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-39704 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-2549808 | |
Entity Address, Address Line One | 1400 General Aviation Drive | |
Entity Address, City or Town | Melbourne | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32935 | |
City Area Code | (321) | |
Local Phone Number | 751-5050 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 269,359,021 | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | EVEX | |
Security Exchange Name | NYSE | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock | |
Trading Symbol | EVEXW | |
Security Exchange Name | NYSE |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 10,097,318 | $ 49,146,063 |
Financial investments | 164,448,485 | 178,781,549 |
Related party loan receivable | 81,805,950 | 82,650,375 |
Other current assets | 1,586,393 | 1,425,507 |
Total current assets | 259,562,244 | 312,207,206 |
Property, plant & equipment, net | 477,928 | 451,586 |
Right-of-use assets, net | 534,733 | 216,636 |
Other non-current assets | 976,467 | 0 |
Total non-current assets | 1,989,128 | 668,222 |
Total assets | 261,551,372 | 312,875,428 |
Current liabilities | ||
Accounts payable | 1,832,288 | 2,097,097 |
Derivative financial instruments | 13,395,000 | 3,562,500 |
Total current liabilities | 46,159,081 | 24,933,011 |
Long-term debt | 11,319,690 | 0 |
Total non-current liabilities | 13,347,476 | 1,020,074 |
Total liabilities | 59,506,557 | 25,953,085 |
Equity | ||
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) |
Total equity | 202,044,815 | 286,922,343 |
Total liabilities and equity | 261,551,372 | 312,875,428 |
Related Party [Member] | ||
Current assets | ||
Related party receivables | 1,624,098 | 203,712 |
Current liabilities | ||
Other current payables | 20,267,182 | 12,625,243 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Other current payables | 10,664,611 | 6,648,171 |
Other non-current payables | $ 2,027,786 | $ 1,020,074 |
CONDENSED_CONSOLIDATED_BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
CONDENSED_CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 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 | 0 | 17,424,230 | 0 | 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 (in shares) | 275,887,223 | 272,040,343 | 275,671,199 | 247,010,044 |
Weighted-average number of shares outstanding – diluted (in shares) | 275,887,223 | 272,040,343 | 275,671,199 | 247,010,044 |
Net loss per share basic (in dollars per share) | $ (0.11) | $ (0.14) | $ (0.32) | $ (0.62) |
Net loss per share diluted (in dollars per share) | $ (0.11) | $ (0.14) | $ (0.32) | $ (0.62) |
CONDENSED_CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Comprehensive income | ||||
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) |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) | Total | Separation-related adjustment | Adjusted Balance | Common Stock | Common Stock Adjusted Balance | Additional paid-in capital | Additional paid-in capital Separation-related adjustment | Additional paid-in capital Adjusted Balance | Accumulated deficit | Accumulated deficit Adjusted Balance | Accumulated other comprehensive income/(loss) | Accumulated other comprehensive income/(loss) Separation-related adjustment | Accumulated other comprehensive income/(loss) Adjusted Balance |
Equity at beginning of the period (in shares) at Dec. 31, 2021 | 220,000,000 | 220,000,000 | |||||||||||
Equity at beginning of the period at Dec. 31, 2021 | $ 10,699,389 | $ (675,620) | $ 10,023,769 | $ 220,000 | $ 220,000 | $ 53,489,579 | $ (707,846) | $ 52,781,733 | $ (42,977,964) | $ (42,977,964) | $ (32,226) | $ 32,226 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (10,010,008) | (10,010,008) | |||||||||||
Contributions from Parent | 732,776 | 732,776 | |||||||||||
Equity at end of the period (in shares) at Mar. 31, 2022 | 220,000,000 | ||||||||||||
Equity at end of the period at Mar. 31, 2022 | 746,537 | $ 220,000 | 53,514,509 | (52,987,972) | 0 | ||||||||
Equity at beginning of the period (in shares) at Dec. 31, 2021 | 220,000,000 | 220,000,000 | |||||||||||
Equity at beginning of the period at Dec. 31, 2021 | 10,699,389 | $ (675,620) | $ 10,023,769 | $ 220,000 | $ 220,000 | 53,489,579 | $ (707,846) | $ 52,781,733 | (42,977,964) | $ (42,977,964) | (32,226) | $ 32,226 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (153,976,295) | ||||||||||||
Equity at end of the period (in shares) at Sep. 30, 2022 | 266,371,485 | ||||||||||||
Equity at end of the period at Sep. 30, 2022 | 304,675,566 | $ 266,371 | 501,363,454 | (196,954,259) | 0 | ||||||||
Equity at beginning of the period (in shares) at Mar. 31, 2022 | 220,000,000 | ||||||||||||
Equity at beginning of the period at Mar. 31, 2022 | 746,537 | $ 220,000 | 53,514,509 | (52,987,972) | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (107,221,565) | (107,221,565) | |||||||||||
Contributions from Parent | (2,105,409) | (2,105,409) | |||||||||||
Share-based compensation and issuance of stock (in shares) | 140,000 | ||||||||||||
Share-based compensation and issuance of stock | 1,935,988 | $ 140 | 1,935,848 | ||||||||||
Share based payment with non-employees | 1,028,182 | 1,028,182 | |||||||||||
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 (in shares) | 43,392,132 | ||||||||||||
Issuance of common stock upon reverse recapitalization, net of fees | 315,326,717 | $ 43,392 | 315,283,325 | ||||||||||
Exercise of public warrants (in shares) | 800,000 | ||||||||||||
Exercise of public warrants | 8,000 | $ 800 | 7,200 | ||||||||||
Equity at end of the period (in shares) at Jun. 30, 2022 | 264,332,132 | ||||||||||||
Equity at end of the period at Jun. 30, 2022 | 307,650,450 | $ 264,332 | 467,595,655 | (160,209,537) | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (36,744,722) | (36,744,722) | |||||||||||
Issuance of New Shares (in shares) | 2,039,353 | ||||||||||||
Issuance of New Shares | 15,000,000 | $ 2,039 | 14,997,961 | ||||||||||
Issuance of fully vested New Warrants | 17,424,230 | 17,424,230 | |||||||||||
Share based payment with non-employees | 691,909 | 691,909 | |||||||||||
Issuance of restricted stock and restricted stock expense | 653,699 | 653,699 | |||||||||||
Equity at end of the period (in shares) at Sep. 30, 2022 | 266,371,485 | ||||||||||||
Equity at end of the period at Sep. 30, 2022 | 304,675,566 | $ 266,371 | 501,363,454 | (196,954,259) | $ 0 | ||||||||
Equity at beginning of the period (in shares) at Dec. 31, 2022 | 269,094,021 | ||||||||||||
Equity at beginning of the period at Dec. 31, 2022 | 286,922,343 | $ 269,094 | 503,661,571 | (217,008,322) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
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 | |||||||||||
Equity at end of the period (in shares) at Mar. 31, 2023 | 269,094,021 | ||||||||||||
Equity at end of the period at Mar. 31, 2023 | 262,498,254 | $ 269,094 | 505,009,464 | (242,780,304) | |||||||||
Equity at beginning of the period (in shares) at Dec. 31, 2022 | 269,094,021 | ||||||||||||
Equity at beginning of the period at Dec. 31, 2022 | 286,922,343 | $ 269,094 | 503,661,571 | (217,008,322) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (88,391,854) | ||||||||||||
Equity at end of the period (in shares) at Sep. 30, 2023 | 269,209,021 | ||||||||||||
Equity at end of the period at Sep. 30, 2023 | 202,044,815 | $ 269,209 | 507,175,781 | (305,400,175) | |||||||||
Equity at beginning of the period (in shares) at Mar. 31, 2023 | 269,094,021 | ||||||||||||
Equity at beginning of the period at Mar. 31, 2023 | 262,498,254 | $ 269,094 | 505,009,464 | (242,780,304) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (31,410,026) | (31,410,026) | |||||||||||
Share-based compensation and issuance of stock (in shares) | 69,900 | ||||||||||||
Share-based compensation and issuance of stock | 650,075 | $ 70 | 650,005 | ||||||||||
Equity at end of the period (in shares) at Jun. 30, 2023 | 269,163,921 | ||||||||||||
Equity at end of the period at Jun. 30, 2023 | 231,738,303 | $ 269,164 | 505,659,469 | (274,190,330) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss | (31,209,845) | (31,209,845) | |||||||||||
Share-based compensation and issuance of stock (in shares) | 45,000 | ||||||||||||
Share-based compensation and issuance of stock | 1,515,207 | $ 45 | 1,515,162 | ||||||||||
Exercise of public warrants (in shares) | 100 | ||||||||||||
Exercise of public warrants | 1,150 | 1,150 | |||||||||||
Equity at end of the period (in shares) at Sep. 30, 2023 | 269,209,021 | ||||||||||||
Equity at end of the period at Sep. 30, 2023 | $ 202,044,815 | $ 269,209 | $ 507,175,781 | $ (305,400,175) |
CONDENSED_CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
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 | 0 |
Non-cash lease expenses | 54,766 | 0 |
Amortization of debt issuance costs | 1,750 | 0 |
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 | 0 |
Purchases of financial investments | (52,500,000) | (169,000,000) |
Related party loan | 0 | (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 | 0 |
Non-creditor debt issuance costs | (375,201) | 0 |
Tax withholding on share-based compensation | (287,154) | 0 |
Capital contribution net of transaction costs reimbursed to Zanite | 0 | 369,830,250 |
Transaction Costs reimbursed to parent | 0 | (15,754,066) |
Distribution to parent, net | 0 | (1,372,633) |
Proceeds from exercise of public warrants | 1,150 | 0 |
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 |
Cash paid for: | ||
Income tax | 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 | 0 |
Issuance of common stock for vested Restricted Stock Units | $ 1,365,750 | $ 1,584,800 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization and Nature of Business | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Eve Holding, I nc. (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. B usiness 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 10.00 357,300,000 2,500,000 25,000,000 18,500,000 185,000,000 Upon Closing, all shares of Zanite Class A and Class B common stock were converted into, on a one-for-one 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 After the Closing, EAH did not lose control over Ev 90 % of Eve Holding’s shares. Therefore, the transaction did not result in a change in control that would otherwise necessitate business combination accounting. Basis of Presentation 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Sign ifican t Accounting Policies 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 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. he 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 twelve 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 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 -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 pu blic 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. (" 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 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 twelve 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
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents | |
Cash and Cash Equivalents | Note 3 – 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. 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 |
Financial Investments
Financial Investments | 9 Months Ended |
Sep. 30, 2023 | |
Financial Investments | |
Financial Investments | Note 4 – 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 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 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Related Party Transactions | 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 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 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 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 one 2023 no two dos Campos 338,006 Other current payables Other non-current payables 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. 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 Balance Sheet Components
Other Balance Sheet Components | 9 Months Ended |
Sep. 30, 2023 | |
Other Balance Sheet Components | |
Other Balance Sheet Components | Note 6 – Other Current Assets Other current assets are comprised of the follo wing: 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. Proper ty Plant and Equipment Property, plant and equipment consisted of the following: 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 2022 nine months ended September 30, 2023 2022 nine months ended September 30, 2023 5 Other Current Payables Other current payables are comprise d 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt | |
Debt | Note 7 – On January 23, 2023, Eve Brazil entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social two September 30, 2023 The first loan (“Sub-credit A”), in the amount of R$80 million (approximately $ 16 Fundo Nacional Sobre Mudança Climática The second loan (“Sub-credit B”), in the amount of R$410 million (approximately $ 82 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 $ 9,501,382 $ 11,723,724 Unamortized debt issuance costs (b) (404,034 ) Long-term debt $ 11,319,690 (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 $384,683 in deferred charges related to debt issuance costs that will be recognized pro-ratably when additional funds are drawn. The long-term debt principal matures as follows: Sub-credit A Sub-credit B 2023 $ - $ - 2024 - - 2025 - - 2026 538,885 - 2027 646,662 553,478 Thereafter 4,634,411 5,350,289 Total $ 5,819,957 $ 5,903,767 The BNDES loans shall be used by Eve Brazil within 36 months from the date of signing of the BNDES Loan Agreement. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid by 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 |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Note 8 – uments During the second quarter of 2022 W arrants. As of September 30, 2023 $3,562,500, respectively . The increase in the fair value of the liability was recognized as expense within the “( Loss)/gain from change in fair value of derivative liabilities” line in the condensed consolidated statement of operations. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement | |
Fair Value Measurement | Note 9 – Fair Value Measurement The following table lists the Company’s financial assets and liabilities by level within the fair value hierarchy. The Company’s assessment of the significance of an input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. Level 1 2 3 The carrying amounts of cash and cash equivalents, financial investments, related party receivables, related party loan receivables, other current assets, accounts payable, related party payables, and other current payables approximate their fair values due to the short-term maturities of the instruments. The Company classifies its Private Placement Warrants as Level 2 8 11 During the three nine months ended September 30, 2023 and 2022 no transfers between levels September 30, December 31, 2023 2022 Level 2 Level 2 Liabilities Private Placement Warrants $ (13,395,000 ) $ (3,562,500 ) The position and changes in fair value of the Private Placement Warrants for the period ended September 30, 2023 Private Placement Warrants Balance as of December 31, 2022 $ 3,562,500 Change in fair value 9,832,500 Balance as of September 30, 2023 $ 13,395,000 The Public Warrants were previously classified as liabilities. On the Closing date of May 9, 2022, the Public Warrants were remeasured at fair value and reclassified to equity. Refer to Note 11 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ equity | |
Stockholders’ equity | Note 10 – Equity The Company’s common stock and Public Warrants trade on the NYSE under the symbols “EVEX” and “EVEXW”, respectively. 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 269,209,021 September 30, 2023 December 31, 2022 Holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. September 30, 2023 The Company had reserved common stock for future issuance as follows: 2022 16,517,821 Shares underlying Private Placement Warrants 14,250,000 Shares underlying Public Warrants 11,499,879 Shares underlying New Warrants 37,572,536 Preferred stock may be issued at the discretion of the Company's 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, 2023 December 31, 2022 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. United Subscription In September 2022, the Company and United Airlines Ventures, Ltd. ("United") entered the United Subscription Agreement pursuant to which United agreed to subscribe for an aggregate of 2,039,353 shares of common stock for a purchase price of $7.36 per share and an aggregate purchase price of $15,000,000. The United investment was consummated on September 6, 2022. The terms of the United Subscription Agreement are substantially similar to other Subscription Agreements signed by Eve. |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock Warrants | |
Common Stock Warrants | Note 11 – Common Stock Warrants Before the Closing, Zanite had 11,500,000 redeemable warrants available as part of the units sold in the initial public offering (the "Public Warrants") and 14,250,000 redeemable warrants in private placements (the "Private Placement Warrants"). The exercise period of the Public and Private Placement Warrants started 30 days after the Closing and will terminate on the earlier of five years Warrants Classified as Equity Public Warrants 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 became exercisable 30 days after the Closing ( i.e. five years Upon the Closing, all shares of Zanite Class A and Class B common stock were converted into, on a one-for-one New Warrants The Company has entered into warrant agreements with certain strategic private investment in public equity investors ("Strategic PIPE Investors"), including United, pursuant to which and subject to the terms and conditions of each applicable warrant agreement. The Company has issued or has agreed to issue to the Strategic PIPE Investors warrants (the "New Warrants") to purchase an aggregate amount of (i) 24,095,072 shares of common stock with an exercise price of $0.01 per share ("Penny Warrants"), (ii) 12,000,000 shares of common stock with an exercise price of $15.00 per share, and (iii) 5,000,000 shares of common stock with an exercise price of $11.50 per share. Warrants with exercise prices of $15.00 and $11.50 per share are defined as Market Warrants. Because the cash received for the common stock and New Warrants is significantly different from their fair value, management considers such warrants to have been issued other than at fair market value. Accordingly, such warrants represent units of account separate from the shares of common stock that were issued to the Strategic PIPE Investors in connection with their respective PIPE Investments and therefore require separate accounting treatment. Terms related to the issuance and exercisability of the New Warrants differ among the Strategic PIPE Investors and each New Warrant is independently exercisable such that the exercise of any individual warrant does not depend on the exercise of another. As such, management has concluded that all New Warrants meet the criteria to be legally detachable and separately exercisable and therefore freestanding. The New Warrants were recognized, measured, and classified by the Company as follows: (a) Potential lender/financier : Market Warrants were issued to potential lender/financier counterparties at Closing, vested immediately, and do not contain exercise contingencies. These warrants were determined to be within the scope of ASC 815 (b) Potential customers : Market and Penny Warrants issued or issuable to potential customers of Eve were determined to be within the scope of ASC 718 606 718 606 as Eve has no current revenue or binding contracts in place. Market Warrants issued at Closing to potential customers vested immediately and have no contingencies. (c) Potential suppliers : Penny Warrants issued or issuable to potential suppliers of Eve, which are subject to the satisfaction of certain specified conditions, are accounted for as non-employee awards under ASC 718 as products and/or services are received from the suppliers as if Eve paid cash for the respective transactions. The New Warrants were measured at fair value on the grant date (May 9, 2022), except for cases where there has been a modification, where fair value is remeasured on the modification date. The fair value of Penny Warrants was calculated by subtracting $0.01 from Eve’s share price on the grant date. Market Warrants with an exercise price of $ 11.50 were 15.00 The following table summarizes the Black-Scholes model inputs and assumptions: May 9, Market Warrants with exercise price of $15.00 2022 Share Price (S 0 $ 11.32 Maturity Date 12/31/2025 Time (T) - Years 3.63 Strike Price (X) $ 15.00 Risk-free Rate (r) 2.85 % Volatility (σ) 7.93 % Dividend Yield (q) 0.00 % Warrant Value $ 0.11 F orfeitures of New Warrants within the scope of ASC 718, granted to non-employees, are estimated by the Company and reviewed when circumstances change. United Subscription Concurrently with the execution of the United Subscription Agreement, the Company and United also entered into the United Warrant Agreement where the Company issued warrants to United to acquire up to 2,722,536 shares of Common Stock, each with an exercise price of $0.01 per share, which were issuable upon (i) the issuance by the parties of a joint press release announcing the United Investment, (ii) the entry by the Company and an affiliate of United into a conditional purchase agreement for the sale and purchase of up to 400 eVTOLs and (iii) the agreement by the Company and United to establish a concept of operations for the use of the Company’s eVTOLs at one or more of United’s or its affiliates’ hub airports. The terms were satisfied in 2022 and United exercised 2,722,536 warrants in exchange for the same number of common shares. In addition, pursuant to the terms of the United Warrant Agreement, the Company agreed to issue additional warrants to United to acquire up to another 2,722,536 shares of Common Stock, each with an exercise price of $0.01 per share, which are issuable upon entering into (i) a binding agreement to purchase up to 200 eVTOLs and (ii) a binding agreement for certain eVTOL services and support. Warrants Classified as Liabilities Private Placement Warrants Each Private Placement Warrant entitles its holder to purchase one share of common stock at an exercise price of $11.50 per share, subject to conditions as defined in the Warrant Agreement. The Private Placement Warrants have similar terms as the Public Warrants, except for the $0.01 cash redemption feature. However, in the event a Private Placement Warrant is transferred to a third-party not affiliated with the Sponsor (referred to as a non-permitted transferee), the warrant becomes a Public Warrant and is subject to the $0.01 cash redemption feature. If this occurs, the calculation changes for the settlement amount of the Private Placement Warrants. Since the settlement amount depends solely on who holds the instrument, which is not an input to the fair value of a fixed-for-fixed option or forward on equity shares, the Private Placement Warrants are liability classified. |
Share-based payments
Share-based payments | 9 Months Ended |
Sep. 30, 2023 | |
Share-based payments | |
Share-based payments | Note 12 – During the three months ended June 30, 2023, the Company granted 364,663 2022 had a grant date fair value of $ 7.41 per unit and will generally vest and settle in common stock (on a one-for-one one During the three months ended September 30, 2023, the Company granted 101,949 RSUs with a weighted average grant date fair value of $8.84 per unit one one one three years one one four years the Company modified the service period for grants issued to certain grantees. The modification shortened the service period from three years one year The Board of Directors determine the vesting conditions for the awards granted, subject to the conditions established in the Plan. |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings per share | |
Earnings per share | Note 13 – er Share Basic and diluted earnings per share are computed by dividing net loss for the period by the weighted average number of shares outstanding during the period . Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net loss $ (31,209,845 ) $ (36,744,722 ) $ (88,391,854 ) $ (153,976,295 ) Weighted-average 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 ) For the three and nine months ended September 30, 2023 2022 The following table presents the number of shares excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive: September 30, 2023 2022 Unvested restricted stock units 1,373,260 427,235 Penny warrants subject to unmet contingencies 13,822,536 14,172,536 Warrants "out of the money" 42,749,879 42,749,979 Total 57,945,675 57,349,750 |
Research and Development
Research and Development | 9 Months Ended |
Sep. 30, 2023 | |
Research and Development | |
Research and Development | Note 14 – Research and Development Research and development expenses consist of the f ollowing Three Months Ended Nine Months End ed September 30, September 30, 2023 2022 2023 2022 Outsourced services $ 25,060,969 $ 12,866,582 $ 64,561,834 $ 29,824,534 Payroll costs 3,412,390 1,310,597 7,111,111 3,621,325 Other expenses 168,706 121,746 318,713 385,031 Total $ 28,642,065 $ 14,298,925 $ 71,991,658 $ 33,830,890 |
Selling, general and administra
Selling, general and administrative | 9 Months Ended |
Sep. 30, 2023 | |
Selling, general and administrative | |
Selling, general and administrative | Note 15 – Selling, G dm inistrative Selling, general and administrative expenses consist of the follow ing: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Payroll costs $ 2,430,996 $ 2,318,107 $ 7,558,165 $ 6,686,089 Outsourced s ervices 1,907,110 2,789,220 7,022,852 7,832,893 Director & Officers insurance 348,552 969,238 1,908,367 1,615,396 Transaction Costs - - - 6,190,634 Other expenses 348,124 768,480 1,332,823 1,566,999 Total $ 5,034,782 $ 6,845,045 $ 17,822,207 $ 23,892,011 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | Note 16 – Income Taxes Deferred income taxes are generally recognized, based on enacted tax rates, when assets and liabilities have different values for financial statement and tax purposes. Eve has calculated its income tax amounts using a separate return methodology. Under this method, Eve prepares the financial statements as if it will file separate returns with tax authorities. As a result, Eve’s deferred tax balances and effective tax rate as a stand-alone entity will likely differ significantly from those calculated in the actual consolidated return with Embraer. A valuation allowance is appropriate if it is more likely than not all or a portion of deferred tax assets will not be realized. The calculation of income taxes on a separate return basis requires a considerable amount of judgment and use of both estimates and allocations. The tax loss carryforwards and valuation allowances reflected in the condensed consolidated financial statements are based on a hypothetical stand-alone income tax return basis and may not exist in the ERJ and EAH consolidated financial statements. O ur consolidated effective income tax rate was (3.6)% and (1.4)% for the three months ended September 30, 2023 and 2022 The effective income tax rate was (1.8 ) nine September 30, 2023 and 2022 For the nine months ended September 30, 2023 2023 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 17 – As of September 30, 2023 and December 31, 2022, the Company was not involved in any material legal proceedings. T he Company will make accruals related to loss contingencies in instances where it is probable that a loss has been incurred and the amount can be reasonably estimated. Loss contingencies that are reasonably possible, but not probable, will be disclosed in the notes to the condensed consolidated financial statements. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segments | |
Segments | Note 18 Operating segment information is presented in a manner consistent with the internal reports provided to the Chief Operating Decision Makers (“CODMs”). Given Eve’s pre-revenue operating stage, it currently has no concentration exposure to products, services, or customers. Eve has determined that it currently operates in three eVTOL Eve is designing and certifying an eVTOL purpose-built for UAM missions. Eve plans to market its eVTOLs globally to operators of UAM services, including fixed wing and helicopter operators, as well as UATM Eve is developing a next-generation UATM system to help enable eVTOLs to operate safely and efficiently in dense urban airspace along with conventional fixed wing and rotary aircraft and unmanned drones. Eve expects to offer its UATM solution primarily as a subscription software offering to customers that include air navigation service providers, fleet operators and vertiport operators. Service and Support Eve plans to offer a full suite of eVTOL service and support capabilities, including material services, maintenance, technical support, training, ground handling and data services. Its services will be offered to UAM fleet operators on an agnostic basis, supporting both its own eVTOL and those produced by third parties. The CODMs receive information related to the operating results based on cost by each R&D project. Asset information by segment is not presented to the CODMs. Three Months Ended Nine Months Ended September 30, September 30, Research and development expenses 2023 2022 2023 2022 eVTOL $ 25,776,932 $ 12,297,904 $ 65,601,417 $ 28,183,054 UATM 1,259,114 1,524,028 3,120,002 4,299,873 Service and Support 1,606,019 476,993 3,270,239 1,347,963 Total $ 28,642,065 $ 14,298,925 $ 71,991,658 $ 33,830,890 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 19 – Subsequent Events On October 25, 2023, André Duarte Stein, Chief Strategy Officer, informed the Company of his intent to resign from the Company. Mr. Stein’s last day at the Company was November 1, 2023. As a result, the Company expects a reversal of accrued payroll related expenses in the fourth quarter. The reversal will impact the SG&A expense and amounts to approximately $ 1.3 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Change in carve-out methodology | 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 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. he 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 twelve |
Separation Related Adjustments | 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 | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2 (a) of the Securities Act, as modified by the 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 -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 pu blic 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 | 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. (" 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 | 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 |
Use of Estimates | 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 | 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 twelve |
New Accounting Pronouncements Not Yet Adopted | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Summary of Significant Accounting Policies | |
Summary of 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 |
Cash and cash equivalents (Tabl
Cash and cash equivalents (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents | |
Schedule of cash and cash equivalents | 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 |
Financial Investments (Tables)
Financial Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Financial Investments | |
Schedule of Financial Investments | 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 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
Schedule of Related Party Transactions | 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 Balance Sheet Components
Other Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Balance Sheet Components | |
Schedule of 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. |
Schedule of Property, plant and equipment | 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 |
Summary of other current payables | 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 |
Summary of other non-current payables | 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. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt | |
Schedule of long-term debt outstanding | 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 $ 9,501,382 $ 11,723,724 Unamortized debt issuance costs (b) (404,034 ) Long-term debt $ 11,319,690 (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 $384,683 in deferred charges related to debt issuance costs that will be recognized pro-ratably when additional funds are drawn. |
Schedule of long-term debt principal maturity | Sub-credit A Sub-credit B 2023 $ - $ - 2024 - - 2025 - - 2026 538,885 - 2027 646,662 553,478 Thereafter 4,634,411 5,350,289 Total $ 5,819,957 $ 5,903,767 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Measurement | |
Schedule of company’s financial assets and liabilities by level within the fair value hierarchy | September 30, December 31, 2023 2022 Level 2 Level 2 Liabilities Private Placement Warrants $ (13,395,000 ) $ (3,562,500 ) |
Schedule of change in the fair value of the Private Placement Warrants | Private Placement Warrants Balance as of December 31, 2022 $ 3,562,500 Change in fair value 9,832,500 Balance as of September 30, 2023 $ 13,395,000 |
Equity_ (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders’ equity | |
Schedule of common stock reserved for future issuance | 2022 16,517,821 Shares underlying Private Placement Warrants 14,250,000 Shares underlying Public Warrants 11,499,879 Shares underlying New Warrants 37,572,536 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock Warrants | |
Schedule of Warrants, valuation assumptions | May 9, Market Warrants with exercise price of $15.00 2022 Share Price (S 0 $ 11.32 Maturity Date 12/31/2025 Time (T) - Years 3.63 Strike Price (X) $ 15.00 Risk-free Rate (r) 2.85 % Volatility (σ) 7.93 % Dividend Yield (q) 0.00 % Warrant Value $ 0.11 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings per share | |
Schedule of earnings per share | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net loss $ (31,209,845 ) $ (36,744,722 ) $ (88,391,854 ) $ (153,976,295 ) Weighted-average 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 ) |
Schedule of number of anti-dilutive shares excluded from the calculation of diluted net loss per share | September 30, 2023 2022 Unvested restricted stock units 1,373,260 427,235 Penny warrants subject to unmet contingencies 13,822,536 14,172,536 Warrants "out of the money" 42,749,879 42,749,979 Total 57,945,675 57,349,750 |
Research and Development (Table
Research and Development (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Research and Development | |
Research and Development | Three Months Ended Nine Months End ed September 30, September 30, 2023 2022 2023 2022 Outsourced services $ 25,060,969 $ 12,866,582 $ 64,561,834 $ 29,824,534 Payroll costs 3,412,390 1,310,597 7,111,111 3,621,325 Other expenses 168,706 121,746 318,713 385,031 Total $ 28,642,065 $ 14,298,925 $ 71,991,658 $ 33,830,890 |
Selling, general and administ_2
Selling, general and administrative (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Selling, general and administrative | |
Schedule of selling, general and administrative expenses | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Payroll costs $ 2,430,996 $ 2,318,107 $ 7,558,165 $ 6,686,089 Outsourced s ervices 1,907,110 2,789,220 7,022,852 7,832,893 Director & Officers insurance 348,552 969,238 1,908,367 1,615,396 Transaction Costs - - - 6,190,634 Other expenses 348,124 768,480 1,332,823 1,566,999 Total $ 5,034,782 $ 6,845,045 $ 17,822,207 $ 23,892,011 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segments | |
Schedule of information related to the operating results based on cost by each R&D project | Three Months Ended Nine Months Ended September 30, September 30, Research and development expenses 2023 2022 2023 2022 eVTOL $ 25,776,932 $ 12,297,904 $ 65,601,417 $ 28,183,054 UATM 1,259,114 1,524,028 3,120,002 4,299,873 Service and Support 1,606,019 476,993 3,270,239 1,347,963 Total $ 28,642,065 $ 14,298,925 $ 71,991,658 $ 33,830,890 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | 9 Months Ended | |||
May 09, 2022 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Apr. 04, 2022 USD ($) $ / shares shares | |
Disclosure of general information about entity [line items] | ||||
Transaction Costs incurred in connection with the Business Combination | $ | $ 0 | $ 15,754,066 | ||
Common stock | Class A | Private Placement | PIPE Investors | ||||
Disclosure of general information about entity [line items] | ||||
Common stock shares subscribed but not issued (in shares) | shares | 35,730,000 | |||
Share price (in dollars per share) | $ / shares | $ 10 | |||
Common stock value subscribed but not issued | $ | $ 357,300,000 | |||
Common stock | Class A | Private Placement | Zanite Sponsor LLC | ||||
Disclosure of general information about entity [line items] | ||||
Common stock shares subscribed but not issued (in shares) | shares | 2,500,000 | |||
Common stock value subscribed but not issued | $ | $ 25,000,000 | |||
Common stock | Class A | Private Placement | Embraer Aircraft Holding Inc. (“EAH”) | ||||
Disclosure of general information about entity [line items] | ||||
Common stock shares subscribed but not issued (in shares) | shares | 18,500,000 | |||
Common stock value subscribed but not issued | $ | $ 185,000,000 | |||
Embraer Aircraft Holding Inc. (“EAH”) | ||||
Disclosure of general information about entity [line items] | ||||
Ownership Percentage (as a percent) | 90% | |||
Business Combination Agreement | Zanite Acquisition Corp. | Common stock | Class A | ||||
Disclosure of general information about entity [line items] | ||||
Stock conversion ratio | 0.01 | |||
Business Combination Agreement | Zanite Acquisition Corp. | Common stock | Class B | ||||
Disclosure of general information about entity [line items] | ||||
Stock conversion ratio | 0.01 | |||
Business Combination Agreement | Embraer Aircraft Holding Inc. (“EAH”) | Zanite Acquisition Corp. | Common stock | Class A | ||||
Disclosure of general information about entity [line items] | ||||
Issuance of shares for consideration (in shares) | shares | 220,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||||||||
Cash and cash equivalents | $ 10,097,318 | $ 49,146,063 | $ 14,376,523 | |||||
Related party receivables | 220,000 | |||||||
Other current assets | 1,586,393 | 1,425,507 | 6,274,397 | |||||
Total current assets | 259,562,244 | 312,207,206 | 20,870,920 | |||||
Capitalized software, net | 699,753 | |||||||
Total non-current assets | 1,989,128 | 668,222 | 699,753 | |||||
Total assets | 261,551,372 | 312,875,428 | 21,570,673 | |||||
Current liabilities | ||||||||
Accounts payable | 1,832,288 | 2,097,097 | 877,641 | |||||
Derivative financial instruments | 13,395,000 | 3,562,500 | 32,226 | |||||
Total current liabilities | 46,159,081 | 24,933,011 | 10,168,363 | |||||
Other non-current payables | 702,921 | |||||||
Total non-current liabilities | 13,347,476 | 1,020,074 | 702,921 | |||||
Total liabilities | 59,506,557 | 25,953,085 | 10,871,284 | |||||
Net parent equity | ||||||||
Net parent investment | 10,731,615 | |||||||
Accumulated other comprehensive income/ (loss) | (32,226) | |||||||
Total stockholders' equity | 202,044,815 | $ 231,738,303 | $ 262,498,254 | 286,922,343 | $ 304,675,566 | $ 307,650,450 | $ 746,537 | 10,699,389 |
Total liabilities and stockholders' equity | 261,551,372 | 312,875,428 | 21,570,673 | |||||
Related Party [Member] | ||||||||
Current assets | ||||||||
Related party receivables | 1,624,098 | 203,712 | ||||||
Current liabilities | ||||||||
Other current payables | 20,267,182 | 12,625,243 | 8,642,340 | |||||
Nonrelated Party [Member] | ||||||||
Current liabilities | ||||||||
Other current payables | 10,664,611 | 6,648,171 | 616,156 | |||||
Other non-current payables | $ 2,027,786 | $ 1,020,074 | ||||||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 14,376,515 | |||||||
Related party receivables | 220,000 | |||||||
Other current assets | 6,265,830 | |||||||
Total current assets | 20,862,345 | |||||||
Capitalized software, net | 0 | |||||||
Total non-current assets | 0 | |||||||
Total assets | 20,862,345 | |||||||
Current liabilities | ||||||||
Accounts payable | 159,409 | |||||||
Derivative financial instruments | 0 | |||||||
Total current liabilities | 10,433,576 | |||||||
Other non-current payables | 405,000 | |||||||
Total non-current liabilities | 405,000 | |||||||
Total liabilities | 10,838,576 | |||||||
Net parent equity | ||||||||
Net parent investment | 10,023,769 | |||||||
Accumulated other comprehensive income/ (loss) | 0 | |||||||
Total stockholders' equity | 10,023,769 | |||||||
Total liabilities and stockholders' equity | 20,862,345 | |||||||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Related Party [Member] | ||||||||
Current liabilities | ||||||||
Other current payables | 9,752,372 | |||||||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Nonrelated Party [Member] | ||||||||
Current liabilities | ||||||||
Other current payables | 521,795 | |||||||
Legal entity change separation-related adjustments | ||||||||
Current assets | ||||||||
Cash and cash equivalents | (8) | |||||||
Related party receivables | 0 | |||||||
Other current assets | (8,567) | |||||||
Total current assets | (8,575) | |||||||
Capitalized software, net | (699,753) | |||||||
Total non-current assets | (699,753) | |||||||
Total assets | (708,328) | |||||||
Current liabilities | ||||||||
Accounts payable | (718,232) | |||||||
Derivative financial instruments | (32,226) | |||||||
Total current liabilities | 265,213 | |||||||
Other non-current payables | (297,921) | |||||||
Total non-current liabilities | (297,921) | |||||||
Total liabilities | (32,708) | |||||||
Net parent equity | ||||||||
Net parent investment | (707,846) | |||||||
Accumulated other comprehensive income/ (loss) | 32,226 | |||||||
Total stockholders' equity | (675,620) | |||||||
Total liabilities and stockholders' equity | (708,328) | |||||||
Legal entity change separation-related adjustments | Related Party [Member] | ||||||||
Current liabilities | ||||||||
Other current payables | 1,110,032 | |||||||
Legal entity change separation-related adjustments | Nonrelated Party [Member] | ||||||||
Current liabilities | ||||||||
Other current payables | $ (94,361) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 3 Textuals) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Jun. 30, 2023 | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Number | Sep. 30, 2022 USD ($) | |
New Warrants expenses | $ | $ 0 | $ 17,424,230 | $ 0 | $ 104,776,230 | |
Number of operating segments | 3 | ||||
Number of reportable segments | 3 | ||||
2022 Stock Incentive Plan | Restricted Stock Units (“RSUs”) | |||||
Stock conversion ratio | 1 | ||||
2022 Stock Incentive Plan | Restricted Stock Units (“RSUs”) | Minimum | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||||
2022 Stock Incentive Plan | Restricted Stock Units (“RSUs”) | Maximum | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years |
Cash and cash equivalents (Deta
Cash and cash equivalents (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents | |||
Cash | $ 5,521,119 | $ 14,446,534 | |
CDBs | 4,576,199 | 4,483,260 | |
Fixed deposits | 0 | 30,216,269 | |
Total cash and cash equivalents | $ 10,097,318 | $ 49,146,063 | $ 14,376,523 |
Financial investments (Details)
Financial investments (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Investment Holdings [Line Items] | ||
Amortized Cost | $ 164,448,485 | $ 178,781,549 |
Held-to-Maturity Securities [Member] | ||
Summary of Investment Holdings [Line Items] | ||
Amortized Cost | 164,448,485 | 178,781,549 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (111,646) | (1,127,925) |
Fair Value | $ 164,336,839 | $ 177,653,624 |
Financial investments (Details
Financial investments (Details 1 Textuals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Financial Investments | ||
Maturity of time deposits | 90 days | |
Impaired financing receivable related allowance | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Allocated corporate costs (income) | $ 21,620,397 | $ 11,829,785 | $ 55,521,353 | $ 35,263,146 |
Research and development | ||||
Related Party Transaction [Line Items] | ||||
Allocated corporate costs (income) | 20,955,523 | 11,327,149 | 53,363,778 | 27,555,717 |
Selling, general and administrative | ||||
Related Party Transaction [Line Items] | ||||
Allocated corporate costs (income) | $ 664,874 | $ 502,636 | $ 2,157,575 | $ 7,707,429 |
Related Party Transactions (D_2
Related Party Transactions (Details 3 - Textuals) | 9 Months Ended | ||||||
Aug. 01, 2023 | Aug. 01, 2022 USD ($) | Dec. 14, 2021 | Sep. 30, 2023 USD ($) Number | Jun. 12, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 Number | |
Related Party Transaction [Line Items] | |||||||
Right-of-use assets, net | $ 534,733 | $ 216,636 | |||||
Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Service agreement fees and expenses settlement days | 45 days | ||||||
Shared Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Service agreement fees and expenses settlement days | 45 days | ||||||
Shared Service Agreement [Member] | Parent Company [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement term | 15 years | ||||||
ERJ | Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement renewal term | 1 year | ||||||
Atech | Master Service Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Period of service agreement term | 15 years | ||||||
Embraer Aircraft Holding Inc. (“EAH”) | |||||||
Related Party Transaction [Line Items] | |||||||
Principal amount of loans receivable | $ 81,000,000 | ||||||
Loans receivable, Annual interest rate | 5.97% | ||||||
Number of lease facilities | Number | 2 | ||||||
Right-of-use assets, net | $ 338,006 | ||||||
Period of loan agreement term | 12 months | ||||||
Period of loan agreement renewal term | 12 months | ||||||
Embraer Aircraft Holding Inc. (“EAH”) | Eve Brazil | |||||||
Related Party Transaction [Line Items] | |||||||
Number of lease facilities | Number | 2 | ||||||
Costs associated with the lease termination | $ 0 |
Other Balance Sheet Component_2
Other Balance Sheet Components (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other current assets | ||||
Prepaid Directors & Officers insurance | $ 816,405 | $ 1,292,317 | ||
Advances to suppliers | 510,805 | 0 | ||
Advances to employees | 209,749 | 74,064 | ||
Income tax advance payments | [1] | 0 | 34,642 | |
Other assets | 49,434 | 24,484 | ||
Total | $ 1,586,393 | $ 1,425,507 | $ 6,274,397 | |
[1]Includes federal withholding taxes and recoverable income taxes. |
Other Balance Sheet Component_3
Other Balance Sheet Components (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
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 |
Development mockup | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 418,721 | 418,721 |
Leasehold improvement | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 166,740 | 0 |
Construction in progress ("CIP") | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 0 | 44,375 |
Computer hardware | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 14,684 | $ 13,368 |
Other Balance Sheet Component_4
Other Balance Sheet Components - Schedule of Other current and non-current payables (Details 2) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Liabilities, Noncurrent [Abstract] | ||||
Total | $ 702,921 | |||
Nonrelated Party [Member] | ||||
Other Liabilities, Current [Abstract] | ||||
Payroll accruals | $ 5,514,622 | $ 4,033,516 | ||
Accrued expenses | 4,314,525 | 2,491,847 | ||
Income tax payable | 692,448 | 0 | ||
Other payables | 143,016 | 122,808 | ||
Total | 10,664,611 | 6,648,171 | $ 616,156 | |
Other Liabilities, Noncurrent [Abstract] | ||||
Advances from customers | [1] | 1,075,000 | 800,000 | |
Payroll accruals | 546,998 | 42,144 | ||
Other payable | 405,788 | 177,930 | ||
Total | $ 2,027,786 | $ 1,020,074 | ||
[1] Advances from customers relate to customers who have signed non-binding Letters of Intent to purchase eVTOLs. |
Other Balance Sheet Component_5
Other Balance Sheet Components (Details 3 Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Balance Sheet Components | ||||
Depreciation and amortization expenses | $ 37,220 | $ 0 | $ 95,979 | $ 0 |
Debt (Details Textuals)
Debt (Details Textuals) - Jan. 23, 2023 R$ in Millions | BRL (R$) | USD ($) | USD ($) |
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | Sub-credit A | |||
Debt | |||
Line of credit | R$ 80 | $ 16,000,000 | |
Fundo Nacional Sobre Mudanca Climatica (“FNMC”) | Sub-credit B | |||
Debt | |||
Line of credit | R$ 410 | 82,000,000 | |
Loan Agreement | |||
Debt | |||
Line of Credit Facility, Covenant Terms | within 36 months from the date of signing of the BNDES Loan Agreement. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid by no later than February 15, 2035. | within 36 months from the date of signing of the BNDES Loan Agreement. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid by no later than February 15, 2035. | |
Eve Brazil | Brazil’s National Development Bank (“BNDES”) | Sub-credit B | |||
Debt | |||
Commitment fee amount | R$ 2 | $ 415,000 | |
Eve Brazil | Loan Agreement | Brazil’s National Development Bank (“BNDES”) | Two lines of credit | |||
Debt | |||
Line of credit | R$ 490 | $ 98,000,000 |
Debt - Schedule of long-term de
Debt - Schedule of long-term debt outstanding (Details 1) | 9 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Debt | ||
Long-term debt principal, Fair Value | $ 9,501,382 | |
Long-term debt principal, Carrying Amount | 11,723,724 | |
Unamortized debt issuance costs, Carrying Amount | (404,034) | [1] |
Long-term debt, Carrying Amount | 11,319,690 | |
Deferred charges related to debt issuance costs | 384,683 | |
Sub-credit A | ||
Debt | ||
Long-term debt principal, Fair Value | 4,589,843 | |
Long-term debt principal, Carrying Amount | $ 5,819,957 | |
Long-term debt, fixed interest rate stated | 4.55% | |
Sub-credit B | ||
Debt | ||
Long-term debt principal, Fair Value | $ 4,911,539 | |
Long-term debt principal, Carrying Amount | $ 5,903,767 | |
Brazil’s National Development Bank (“BNDES”) | Sub-credit B | ||
Debt | ||
Long-term debt, basis spread on variable rate | 1.10% | |
Fixed rate of interest publish terms | 15 days | |
[1]Excludes $384,683 in deferred charges related to debt issuance costs that will be recognized pro-ratably when additional funds are drawn. |
Debt - Schedule of long-term _2
Debt - Schedule of long-term debt principal maturity (Details 2) | Sep. 30, 2023 USD ($) |
Long-term debt principal maturity | |
Total | $ 11,723,724 |
Sub-credit A | |
Long-term debt principal maturity | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 538,885 |
2027 | 646,662 |
Thereafter | 4,634,411 |
Total | 5,819,957 |
Sub-credit B | |
Long-term debt principal maturity | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 553,478 |
Thereafter | 5,350,289 |
Total | $ 5,903,767 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details Textuals) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Zanite Acquisition Corp. | Private Placement Warrants | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Instruments in Hedges, Assets, at Fair Value | $ 13,395,000 | $ 3,562,500 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Recurring | Level 2 | ||
Liabilities | ||
Total liabilities | $ (13,395,000) | $ (3,562,500) |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details 1) - Private Placement Warrants | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Fair value of the derivative liabilities, beginning balance | $ 3,562,500 |
Change in fair value | 9,832,500 |
Fair value of the derivative liabilities, ending balance | $ 13,395,000 |
Equity_ (Details)
Equity (Details) | Sep. 30, 2023 shares |
2022 Stock Incentive Plan | |
Summary of common stock reserved for future issuance | |
Common stock reserved for future issuance | 16,517,821 |
Shares underlying Private Placement Warrants | |
Summary of common stock reserved for future issuance | |
Common stock reserved for future issuance | 14,250,000 |
Shares underlying Public Warrants | |
Summary of common stock reserved for future issuance | |
Common stock reserved for future issuance | 11,499,879 |
Shares underlying New Warrants | |
Summary of common stock reserved for future issuance | |
Common stock reserved for future issuance | 37,572,536 |
Equity_ (Details 1 Textuals)
Equity (Details 1 Textuals) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,000,000,000 | ||
Preferred stock, shares authorized | 100,000,000 | ||
Common stock, shares issued | 269,209,021 | 269,094,021 | |
Common stock, shares outstanding | 269,209,021 | 269,094,021 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, voting rights | one vote per share | ||
United Airlines Ventures, Ltd. | United Subscription Agreement | Common stock | |||
Class of Stock [Line Items] | |||
Purchase price (in dollars per share) | $ 7.36 | ||
Aggregate purchase price of shares | $ 15,000,000 | ||
Common stock, shares authorized | 2,039,353 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - Market Warrants - Strategic Warrants, two | May 09, 2022 USD ($) $ / shares |
Share Price (S0) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 11.32 |
Maturity Date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Maturity Date | Dec. 31, 2025 |
Time (T) - Years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Term | 3 years 7 months 17 days |
Strike Price (X) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 15 |
Risk-free Rate (r) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0.0285 |
Volatility (σ) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0.0793 |
Dividend Yield (q) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | 0 |
Warrant Value (US$) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Strategic Warrants Outstanding, Measurement Input | $ | 0.11 |
Common Stock Warrants (Details
Common Stock Warrants (Details 1 Textuals) | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Class of warrant, date from which warrants exercisable | Jun. 08, 2022 |
Class of warrants redemption price per unit | $ / shares | $ 0.01 |
Reclassification of Public Warrants from liability to equity | $ | $ 10,580,000 |
Public Warrants | Common stock | |
Class of Warrant or Right [Line Items] | |
Number of securities called by each warrant | shares | 1 |
Common Stock, Exercise price | $ / shares | $ 11.5 |
Class of warrants, Convertible, Stock Price Trigger | $ / shares | $ 18 |
Class of warrant or right redemption threshold consecutive trading days | 20 days |
Class of warrant or right redemption threshold trading days | 30 days |
Public Warrants | Common stock | Class A | |
Class of Warrant or Right [Line Items] | |
Stock conversion ratio | 0.01 |
Public Warrants | Common stock | Class B | |
Class of Warrant or Right [Line Items] | |
Stock conversion ratio | 0.01 |
Public Warrants | Zanite Acquisition Corp. | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights issued | shares | 11,500,000 |
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Private Placement Warrants | Common stock | |
Class of Warrant or Right [Line Items] | |
Number of securities called by each warrant | shares | 1 |
Common Stock, Exercise price | $ / shares | $ 11.5 |
Private Placement Warrants | Zanite Acquisition Corp. | |
Class of Warrant or Right [Line Items] | |
Class of warrants or rights issued | shares | 14,250,000 |
Class of warrant or right redemption threshold consecutive days from date of closing of business combination | 30 days |
Warrants and Rights Outstanding, Term | 5 years |
Common Stock Warrants (Detail_2
Common Stock Warrants (Details 2 Textuals) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 Number $ / shares shares | Jun. 30, 2022 shares | Sep. 30, 2023 Number $ / shares shares | |
Common stock | |||
Class of Stock [Line Items] | |||
Number of warrants excercised | shares | 100 | 800,000 | |
Strategic Warrants | |||
Class of Stock [Line Items] | |||
Number of categories of warrants | 2 | ||
Strategic Warrants | Penny Warrants | |||
Class of Stock [Line Items] | |||
Common Stock, Exercise price | $ / shares | $ 0.01 | $ 0.01 | |
Strategic Warrants, one | Common stock | Penny Warrants | |||
Class of Stock [Line Items] | |||
Common Stock issuable shares | shares | 24,095,072 | 24,095,072 | |
Common Stock, Exercise price | $ / shares | $ 0.01 | $ 0.01 | |
Strategic Warrants, two | Common stock | Market Warrants | |||
Class of Stock [Line Items] | |||
Common Stock issuable shares | shares | 12,000,000 | 12,000,000 | |
Common Stock, Exercise price | $ / shares | $ 15 | $ 15 | |
Strategic Warrants, three | Common stock | Market Warrants | |||
Class of Stock [Line Items] | |||
Common Stock issuable shares | shares | 5,000,000 | 5,000,000 | |
Common Stock, Exercise price | $ / shares | $ 11.5 | $ 11.5 | |
Private Placement Warrants | Common stock | |||
Class of Stock [Line Items] | |||
Common Stock, Exercise price | $ / shares | $ 11.5 | $ 11.5 | |
Number of securities called by each warrant | shares | 1 | 1 | |
Public Warrants | |||
Class of Stock [Line Items] | |||
Class of warrants redemption price per unit | $ / shares | $ 0.01 | ||
Public Warrants | Common stock | |||
Class of Stock [Line Items] | |||
Common Stock, Exercise price | $ / shares | $ 11.5 | $ 11.5 | |
Number of securities called by each warrant | shares | 1 | 1 | |
Warrant [Member] | Common stock | United Airlines Ventures, Ltd. | United Subscription Agreement | |||
Class of Stock [Line Items] | |||
Common Stock, Exercise price | $ / shares | $ 0.01 | $ 0.01 | |
Number of warrants excercised | shares | 2,722,536 | ||
Warrant [Member] | Common stock | United Airlines Ventures, Ltd. | United Subscription Agreement | Maximum | |||
Class of Stock [Line Items] | |||
Common Stock issuable shares | shares | 2,722,536 | 2,722,536 | |
Warrant [Member] | Common stock | United Airlines Ventures, Ltd. | Conditional purchase agreement | Maximum | |||
Class of Stock [Line Items] | |||
Number of electrical vertical take-off and landing (eVTOLs) | Number | 400 | 400 | |
Warrant [Member] | Common stock | United Airlines Ventures, Ltd. | Binding agreement | Maximum | |||
Class of Stock [Line Items] | |||
Number of electrical vertical take-off and landing (eVTOLs) | Number | 200 | 200 |
Share-based payments (Details T
Share-based payments (Details Textuals) | 3 Months Ended | |
Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, plan modification, description and terms | Company modified the service period for grants issued to certain grantees. The modification shortened the service period from three years to one year. | |
Restricted Stock Units (“RSUs”) | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, other than option equity instruments, granted | shares | 364,663 | |
Stock Incentive Plan 2022 | Restricted Stock Units (“RSUs”) | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, other than option equity instruments, grant date fair value | $ / shares | $ 7.41 | |
Stock conversion ratio | 1 | |
Share-based compensation award, award vesting rights | one-year vesting period contain performance conditions. | |
Recognized additional share-based compensation expense related to the plan modification | $ | $ 268,850 | |
Stock Incentive Plan 2022 | Restricted Stock Units (“RSUs”) | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, award vesting period | 1 year | |
Share-based compensation award, award requisite service period | 1 year | |
Stock Incentive Plan 2022 | Restricted Stock Units (“RSUs”) | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, award vesting period | 3 years | |
Share-based compensation award, award requisite service period | 3 years | |
Stock Incentive Plan 2022 | Restricted Stock Units (“RSUs”) | Board Members, executives, and eligible employees | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, other than option equity instruments, granted | shares | 101,949 | |
Share-based compensation award, other than option equity instruments, grant date fair value | $ / shares | $ 8.84 | |
Stock conversion ratio | 1 | |
Stock Incentive Plan 2022 | Restricted Stock Units (“RSUs”) | Board Members, executives, and eligible employees | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, award vesting period | 1 year | |
Stock Incentive Plan 2022 | Restricted Stock Units (“RSUs”) | Board Members, executives, and eligible employees | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, award vesting period | 3 years | |
Stock Incentive Plan 2022 | Restricted Stock Units (“RSUs”) | Executives, and eligible employees | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation award, other than option equity instruments, granted | shares | 191,039 | |
Share-based compensation award, other than option equity instruments, grant date fair value | $ / shares | $ 9.6 | |
Stock conversion ratio | 1 | |
Share-based compensation award, award vesting period | 4 years | |
Share-based compensation award, award vesting rights | after the grant date and upon achieving certain future market capitalization milestones. |
Earnings per share (Details)
Earnings per share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings per share | ||||||||
Net loss | $ (31,209,845) | $ (31,410,026) | $ (25,771,982) | $ (36,744,722) | $ (107,221,565) | $ (10,010,008) | $ (88,391,854) | $ (153,976,295) |
Weighted-average number of shares outstanding - basic | 275,887,223 | 272,040,343 | 275,671,199 | 247,010,044 | ||||
Weighted-average number of shares outstanding - diluted | 275,887,223 | 272,040,343 | 275,671,199 | 247,010,044 | ||||
Net loss per share basic (in dollars per share) | $ (0.11) | $ (0.14) | $ (0.32) | $ (0.62) | ||||
Net loss per share diluted (in dollars per share) | $ (0.11) | $ (0.14) | $ (0.32) | $ (0.62) |
Earnings per share (Details 1)
Earnings per share (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 57,945,675 | 57,349,750 |
Unvested restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,373,260 | 427,235 |
Penny warrants subject to unmet contingencies | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,822,536 | 14,172,536 |
Warrants "out of the money" | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,749,879 | 42,749,979 |
Earnings per share (Details 2 -
Earnings per share (Details 2 - Textuals) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Penny warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average shares outstanding, basic and diluted | 6,750,000 | 9,122,536 |
Research and Development (Detai
Research and Development (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Research And Development [Line Items] | ||||
Total | $ 28,642,065 | $ 14,298,925 | $ 71,991,658 | $ 33,830,890 |
Research and Development Expense [Member] | ||||
Research And Development [Line Items] | ||||
Outsourced services | 25,060,969 | 12,866,582 | 64,561,834 | 29,824,534 |
Payroll costs | 3,412,390 | 1,310,597 | 7,111,111 | 3,621,325 |
Other expenses | 168,706 | 121,746 | 318,713 | 385,031 |
Total | $ 28,642,065 | $ 14,298,925 | $ 71,991,658 | $ 33,830,890 |
Selling, general and administ_3
Selling, general and administrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Selling, General and Administrative | ||||
Total | $ 5,034,782 | $ 6,845,045 | $ 17,822,207 | $ 23,892,011 |
Selling, General and Administrative Expenses [Member] | ||||
Selling, General and Administrative | ||||
Payroll costs | 2,430,996 | 2,318,107 | 7,558,165 | 6,686,089 |
Outsourced services | 1,907,110 | 2,789,220 | 7,022,852 | 7,832,893 |
Director & Officers insurance | 348,552 | 969,238 | 1,908,367 | 1,615,396 |
Transaction Costs | 0 | 0 | 0 | 6,190,634 |
Other Expenses | 348,124 | 768,480 | 1,332,823 | 1,566,999 |
Total | $ 5,034,782 | $ 6,845,045 | $ 17,822,207 | $ 23,892,011 |
Income Taxes (Details Textuals)
Income Taxes (Details Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes [Line Items] | ||||
Effective income tax rates for continuing operations | (3.60%) | (1.40%) | (1.80%) | (0.40%) |
Current income tax expense | $ 1,097,647 | $ 490,376 | $ 1,574,382 | $ 620,084 |
Segments - Schedule of informat
Segments - Schedule of information related to the operating results (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Research and development | $ 28,642,065 | $ 14,298,925 | $ 71,991,658 | $ 33,830,890 |
eVTOL [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Research and development | 25,776,932 | 12,297,904 | 65,601,417 | 28,183,054 |
UATM [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Research and development | 1,259,114 | 1,524,028 | 3,120,002 | 4,299,873 |
Service Support | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Research and development | $ 1,606,019 | $ 476,993 | $ 3,270,239 | $ 1,347,963 |
Segments (Details 1 - Textuals)
Segments (Details 1 - Textuals) | 9 Months Ended |
Sep. 30, 2023 Number | |
Segments | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Subsequent Events (Details - Te
Subsequent Events (Details - Textuals) $ in Millions | Oct. 25, 2023 USD ($) |
Subsequent Event [Member] | Chief Strategy Officer | Selling, general and administrative | |
Subsequent Event [Line Items] | |
Reversal of accrued payroll related expenses | $ 1.3 |