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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 14, 2024
EVe Mobility Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41167 | 98-1595236 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 4001 Kennett Pike, Suite 302 Wilmington, DE |
19807 | |
| (Address of principal executive offices) | (Zip Code) |
(302) 273-0014
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title for each class | Trading Symbol(s) | Name of each exchange on which registered |
||
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | EVE.U | NYSE American LLC | ||
| Class A ordinary shares, par value $0.0001 per share | EVE | NYSE American LLC | ||
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | EVE WS | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
As previously announced in the Current Report on Form 8-K filed by EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company” or “EVe”) with the Securities and Exchange Commission on February 7, 2024, the Company entered into a Purchase and Sponsor Handover Agreement (the “Purchase and Sponsor Handover Agreement”) with Blufire Capital Limited, an Abu Dhabi private company limited by shares (the “New Sponsor”), and EVe Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which, (i) the Sponsor agreed to transfer and assign 6,320,667 Class A ordinary shares, par value $0.0001 per share, of EVe (“Class A Ordinary Shares”) in exchange for the New Sponsor assuming certain liabilities of EVe and the Sponsor, including costs and expenses incurred by EVe and the Sponsor in the ordinary course of business or in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement, and (ii) the New Sponsor agreed to become the sponsor of EVe. New Sponsor also agreed to convert approximately $425,000 of the Working Capital Loan (as defined below) owed by EVe to the Sponsor into Class A Ordinary Shares at the closing of an initial business combination of EVe at a rate of one Class A Ordinary Share for every $10.00 principal amount of such Working Capital Loan.
On February 21, 2024, the Company and the New Sponsor consummated the transactions contemplated by the Purchase and Sponsor Handover Agreement (the “Closing”). Chardan Capital Markets, LLC acted as financial advisor to the New Sponsor in connection with the Purchase and Sponsor Handover Agreement.
Item 1.01 Entry into a Material Definitive Agreement
As previously announced on May 17, 2023, EVe issued the Sponsor a Convertible Promissory Note in the aggregate principal amount of up to $1,500,000 in order to finance working capital requirements and transaction costs in connection with an initial business combination (the “Working Capital Loan”). On February 21, 2024, EVe issued an Amended and Restated Convertible Promissory Note (the “A&R Working Capital Loan”) to the Sponsor, which amended and restated the Working Capital Loan in its entirety to, among other things, account for the mandatory conversion at the closing of an initial business combination of EVe of the principal amount thereunder into Class A Ordinary Shares at a conversion price of $10.00 per share and remove the Sponsor’s obligation to pay additional draw downs of the principal balance thereof.
The foregoing description of the A&R Working Capital Loan does not purport to be complete and is qualitied in its entirety by the terms and conditions of the A&R Working Capital Loan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
On February 21, 2024, EVe and the Sponsor entered into a Letter Agreement (the “Termination Letter”) terminating the Administrative Services Agreement (the “Administrative Services Agreement”), dated December 14, 2021, by and between EVe and the Sponsor and converted all unpaid amounts under the Administrative Services Agreement into amounts owed under the Working Capital Loan.
The foregoing description of the Termination Letter is not complete and is qualified in its entirety by reference to the text of the Termination Letter, which is filed hereto as Exhibit 10.2 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Closing, new members of the board of directors (the “Board”) and a new management team (comprising Khairul Azmi Bin Ismaon, Dr. Ulf Henning Richter, Jesvin Kaur, Shabeeb Hamad Sultan AL Darmaki, Brian David Kitney and Nikita Jaiswal (the “Designees”)) for the Company were appointed by the former members of the Board. Brian David Kitney, Shabeeb Hamad Sultan AL Darmaki and Nikita Jaiswal serve as members of the Company’s audit committee, compensation committee and nominating and corporate governance committee. The former members of the Board and the former management team (comprising Maximilian A. Staedtler, Osman Ahmed, Curtis Pierce, Scott Painter, Georg Bauer, Sue Callaway, Carla Bailo and Regina Shekerdemian) have each resigned, effective as of the Closing.
On February 14, 2024, the Board appointed the other Designees listed below as directors and officers of the Company, effective as of the Closing.
Khairul Azmi Bin Ismaon, age 41, serves as our Chief Executive Officer and one of our directors. Mr. Ismaon is a highly skilled professional with a proven track record in asset and business turnaround, specializing in efficient and profitable operations across challenging regions. Holding a bachelor’s degree in business administration and a Diploma in Accountancy, Mr. Ismaon has secured cross-border Operations & Maintenance contracts, ventured into specialized O&M for mechanical equipment, and played a key role as Chief Strategy Officer at Ehsan Energy Ventures. As Corporate Planning Director at Aureus LNG GmbH, he contributed to early LNG infrastructure development. Founder of GRG Industries, he secured millions in term loans with a niche business model. Khairul Azmi’s career reflects strategic leadership, operational efficiency, and positive business outcomes.
We believe Mr. Ismaon is qualified to serve as a member of our board of directors because of his extensive professional experience in various leadership roles and his general business experience.
Dr. Ulf Henning Richter, age 44, serves as our Chief Financial Officer. Dr. Richter is a distinguished academic and entrepreneur, holds a Doctorate in Economic Sciences from HEC Lausanne, Switzerland, and an MBA from European Business School, Oestrich-Winkel, Germany. As the Founder and CEO of CARBON10B X, specializing in carbon removal solutions, and the head of Richterion Limited, a trade and investment firm, Dr. Richter is a recognized serial entrepreneur with a global presence. His notable career includes leadership roles as Chairman/Head of Office at Lukoil Asia Pacific Hong Kong Branch and as the Head of Asia at Red Lions Capital, focusing on exclusive pre-IPO opportunities. With academic appointments at esteemed institutions worldwide, including Hong Kong University of Science and Technology, City University of Hong Kong, Tongji University (Shanghai), University of Nottingham Ningbo China, Portland State University, and Pontificia Universidad Católica del Perú, Dr. Richter brings a wealth of experience. An award-winning entrepreneur, he has accumulated 20 years of cross-sectorial work experience, leaving a lasting impact across Asia, Europe, Africa, the Middle East, and Latin America.
Jesvin Kaur, age 48, serves as our President, Chief Operating Officer and Director. Ms. Kaur has over 25 years of experience in business advisory, strategic communication solutions, reputation management, and stakeholder engagement. She is the Director of Think Tree Advisory Sdn Bhd and the Senior Advisor to Optima Strategies Ltd, where her roles involved providing strategic business advice, communication strategy, reputation management and assisting clients to navigate through a diverse range of investment and commercial challenges within the ASEAN region. Ms. Kaur headed the Research and Advisory unit at KRA Group, a regional role covering Indonesia, Malaysia and Singapore. Prior to that, she was a senior investment analyst at Maybank Securities. She had also served at the Strategy and Risk Management Division of the Securities Commission of Malaysia for over four years where she was involved in the drafting and implementation of the Capital Market Masterplan. In the region, she has advised Government Ministries and Institutions, Government-linked Investment Companies, Multinational Companies, Private Equity Funds, and a host of other corporate and investment firms, on a range of issues including market access strategy, stakeholder relations, media engagement, strategic and financial communication. Ms. Kaur has a Bachelor of Business (Accounting and Finance) from the University of Technology (Sydney) and possesses a strong network within the media, corporate and business circles. She has also completed the Lee Kuan Yew School of Public Policy Executive Education on Public Policy: Design and Implementation for Success.
We believe Ms. Kaur is qualified to serve as a member of our board of directors because of her extensive professional experience in various business advisory roles and her general leadership experience.
Shabeeb Hamad Sultan AL Darmaki serves as an Independent Director. Mr. Al Darmaki has over 20 years of experience in private equity and sovereign wealth funds. He has experience in analysing and developing investment opportunities, launching funds and collaborating with portfolio companies to increase revenue. In his current role as the Head of Equities at the Abu Dhabi Fund for Development (the “ADFD”), a foreign aid agency and investment fund established by the government of Abu Dhabi, Mr. Al Darmaki leads projects for the origination, development, due diligence and implementation of commercially oriented private equity investment opportunities. Prior to the ADFD, Mr. Al Darmaki worked at the Abu Dhabi Investment Authority from 1997-2007, a sovereign wealth fund which makes investments on behalf of the Government of the Emirate of Abu Dhabi, where he latterly served as a senior analyst in the private equity department.
Mr. Al Darmaki has a strong professional network throughout the UAE, Northern Africa and Central Asia, having provided his business expertise as a board member to a variety of companies throughout these regions. Currently, he serves as a board member for ALA in Farms, a leading UAE dairy company, Rebab, a Morocco-based company engaged in the exploration and development of metal mines, and Turkmen Investment Company, an investment company which facilitates international investment in strategic projects in Turkmenistan. Previously he was a board member of Sousse Nord, AL Rayan Investment Co and Alkhazna insurance UAE. Mr. Al Darmaki graduated from California State University San Bernardino in 1996 with a BA in business management and from Golden State University California in 1997 with a MSC in Finance.
We believe Mr. Al Darmaki is qualified to serve as a member of our board of directors because of his substantial executive, operational and strategic experience gained from founding and holding Chief Executive Officer and board member positions at leading companies.
Brian David Kitney serves as an Independent Director. Mr. Kitney is a seasoned professional with over 30 years of expertise in the energy industry, having held pivotal roles in renowned Japanese companies, including Osaka Gas (Australia) Ltd, Mitsui & Co (Australia) Ltd, and JPMorgan Securities (Japan). Throughout his career, he has excelled in business development, marketing, and executive leadership. Mr. Kitney has recently immersed himself in future-energy domains, particularly focusing on LNG, hydrogen, carbon capture and storage (CCS), and renewables. His comprehensive knowledge extends to supporting developers and investors in originating and developing targeted investment opportunities. Engagements involve providing commercial advice for LNG terminals, hydrogen solutions, offshore wind assets, and oil and gas projects across Australia and Southeast Asia. Brian’s academic accomplishments include an MBA from Curtin University, a Graduate Diploma of Applied Finance from Kaplan, a Graduate Diploma in Diplomacy & International Trade from Monash University, a Diploma of Financial Markets from AFMA, a Master of Applied Japanese Linguistics from Monash University, and a Post Graduate Diploma in Japanese from Swinburne University. Additionally, he is a Graduate of the Australian Institute of Company Directors (GAIDC).
We believe Mr. Kitney is qualified to serve as a member of our board of directors because of his extensive experience in energy industry and his executive, operational and strategic experience.
Nikita Jaiswal serves as an Independent Director. Ms. Jaiswal brings over 13 years of expertise in business development, strategic partnerships, and international sales across diverse global markets. Currently serving as Senior Director, APAC at LCR Capital Partners Singapore, she has successfully led the firm’s expansion into multiple Asian countries. Ms. Jaiswal’s versatile skill set encompasses international expansion, business development, thought leadership, strategic planning, and effective people management. With her own venture, enJai Pte Ltd, she offers international business development and strategy consulting services. Notable roles include Director of Commercial Operations and Partnerships at LCR Capital Partners and Head of Regional Office at Gas Natural Fenosa in Singapore and Madrid. Ms. Jaiswal holds a Bilingual MBA from IESE Business School, Barcelona, and a BBA in Finance and International Business from The George Washington University, Washington, DC.
On February 21, 2024, in connection with the Closing, each of the Designees (other than Jesvin Kaur) entered into a joinder to the Letter Agreement (the “Letter Agreement Joinder”), and (2) an indemnity agreement (the “Designees Indemnity Agreement”) with EVe. Pursuant to the Letter Agreement Joinder, the Designees became a party to the Letter Agreement wherein the Designees will be bound to comply with the provisions applicable to insiders in the same manner as if the Designees were an original signatory thereto and in such capacity as an insider therein. The Designees Indemnity Agreements require EVe to indemnify the Designees to the fullest extent permitted under applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The Designees Indemnity Agreements are substantially similar to the EVe’s existing indemnification agreements with its former executive officers and directors.
There are no family relationships between the Designees and any director or executive officer of the Company. Other than the Purchase and Sponsor Handover Agreement, the Designees are not party to any arrangement or understanding with any person pursuant to which they were appointed as a director or officer, nor are they party to any transactions required to be discussed under Item 404(a) of Regulation S-K involving EVe.
The foregoing descriptions of the Letter Agreement Joinder and the Designees Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement Joinder and the Form of Designee Indemnity Agreement, copies of which are attached hereto as Exhibit 10.3 and 10.4, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
Extension Approval
As previously disclosed, on June 14, 2023, EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Company”) held an extraordinary general meeting of shareholders, at which the Company’s shareholders approved, by special resolution, the proposal to amend and restate the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”) or (2)(i) cease its operations except for the purpose of winding up if it fails to complete such initial business combination and (ii) redeem all of the Class A ordinary shares, par value $0.0001 per share, of the Company included as part of the units sold in the Company’s initial public offering consummated on December 17, 2021, from June 17, 2023 to December 17, 2023 (the “Extended Date”) and allow the board of directors of the Company (the “Board”), without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to six times, by an additional month each time, upon two days’ advance notice prior to the applicable deadline, up to June 17, 2024.
On February 14, 2024, the Board approved the extension of the date by which the Company is required to complete an initial business combination until March 17, 2024 (the “Third Optional Extension”).
Press Release
On February 14, 2024, the Company issued a press release announcing the Third Optional Extension. The press release constitutes notice to the Company’s shareholders of the Board’s approval of the Third Optional Extension. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 21, 2024
| EVe Mobility Acquisition Corp | ||
| By: | /s/ Khairul Azmi Bin Ismaon | |
| Name: | Khairul Azmi Bin Ismaon | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
EVE MOBILITY ACQUISITION CORP
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
| Principal Amount: Up to U.S.$1,500,000 | Dated as of February 21, 2024 |
This Note amends and restates the Convertible Promissory Note, dated May 15, 2023, by and between Maker and Payee (each, as defined below), it its entirety.
FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, EVe Mobility Acquisition Corp, a Cayman Islands exempted company (“Maker”), promises to pay to EVe Mobility Sponsor LLC, a Cayman Islands limited liability company (“Payee”), or order, the principal sum of One Million and Five Hundred Thousand U.S. Dollars (U.S.$1,500,000), including the outstanding balance of that certain Administrative Services Agreement (the “Administrative Services Agreement”), dated as of December 14, 2021, by and between Maker and Payee as of December 31, 2023 owed by Maker to Payee, and any costs and expenses incurred under the Administrative Services Agreement through the date hereof, or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The entire unpaid principal balance of this Note shall be due and payable in full on the earlier of: (i) June 17, 2024, and (ii) the date on which Maker consummates a merger, capital share or stock exchange, asset acquisition, share or stock purchase, reorganization or similar business combination (the “Business Combination”) with one or more businesses (such earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid at any time by Maker, at its election and without penalty; provided, however, that Payee shall have a right to first convert such principal balance pursuant to Section 6 below upon notice of such prepayment. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2. No Further Drawdown Requests. Maker and Payee agree that, as of the date hereof, Maker shall not be entitled to request, and Payee shall not be obligated to pay, any further draw downs on the outstanding principal balance of this Note.
3. Interest. No interest shall accrue on the unpaid principal balance of this Note.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note on the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Conversion
(a) Mandatory Conversion. On any Maturity Date pursuant to clause (ii) of Section 1 of this Note, any unpaid principal amount outstanding under this Note (or any portion thereof) up to $1,500,000 shall be converted into Class A Ordinary Shares, par value $0.0001 per share, of Maker (“Class A Ordinary Shares”), at a conversion price (the “Conversion Price”) equal to $10.00 per Class A Ordinary Share. Before this Note may be converted under this Section 6(a), Payee shall surrender this Note, duly endorsed, to Maker and shall state therein the amount of the unpaid principal balance of this Note to be converted and the name or names in which the certificates for the Class A Ordinary Shares are to be issued (or the book-entries to be made to reflect ownership of such Class A Ordinary Shares with Maker’s transfer agent); provided that such principal amount is no greater than $1,500,000. To the extent that this Note is not converted and/or repaid in full, a replacement Note shall be issued to Payee reflecting the remaining unpaid principal amount not so converted and/or repaid. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Class A Ordinary Shares upon such conversion shall be treated for all purposes as the record holder or holders of such Class A Ordinary Shares as of such date. The Class A Ordinary Shares shall each constitute a “Registrable Security” pursuant to that certain Registration Rights Agreement, dated as of December 14, 2021, by and among Maker, Payee and the other parties thereto.
(b) Remaining Principal. The entire accrued and unpaid principal balance of this Note that is not converted into Class A Ordinary Shares shall continue to remain outstanding and to be subject to the conditions of this Note or such replacement Note referred to in Section 6(a).
(c) Effect of Conversion. Upon conversion of this Note and otherwise remaining outstanding, this Note shall be cancelled and void without further action of Maker or Payee, and Maker shall be forever released from all its obligations and liabilities under this Note.
7. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail (including .pdf), to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
12. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which proceeds of Maker’s initial public offering (including the deferred underwriting discounts and commissions) and proceeds of the sale of private placement units of the Maker were deposited, as described in greater detail in the registration statement on Form S-1 (File No. 333-261053), filed by the Maker with the U.S. Securities and Exchange Commission, that was declared effective on December 14, 2021, and the related prospectus, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.
15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature Page Follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
|
EVE MOBILITY ACQUISITION CORP |
|||
|
By: |
/s/ Maximilian A. Staedtler | ||
| Name: | Maximilian A. Staedtler | ||
| Title: | Chief Executive Officer | ||
| Agreed and acknowledged: | |||
|
EVE MOBILITY SPONSOR LLC |
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|
By: |
/s/ Kashif Sheikh | ||
| Name: | Kashif Sheikh | ||
| Title: | Chief Financial Officer | ||
4
Exhibit 10.2
Execution Version
EVE MOBILITY ACQUISITION CORP
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
February 21, 2024
EVe Mobility Sponsor LLC
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Re: Termination of Administrative Services Agreement
Ladies and Gentleman:
Reference is hereby made to that certain Administrative Services Agreement, dated as of December 14, 2021 (the “Administrative Services Agreement”), by and between EVe Mobility Acquisition Corp (the “Company”) and EVe Mobility Sponsor LLC (the “Sponsor”). This letter agreement reflects the understanding, and memorializes the agreement, of each of the Company and the Sponsor with respect to certain matters under the Administrative Services Agreement, as set forth herein.
Pursuant to that certain Purchase and Sponsor Handover Agreement (the “Purchase And Sponsor Handover Agreement”), dated as of February 2, 2024, by and among the Company, the Sponsor and Blufire Capital Limited, an Abu Dhabi private company limited by shares (the “New Sponsor”), the Sponsor has agreed to transfer 6,320,667 Class A Ordinary Shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) to the New Sponsor in exchange for the New Sponsor assuming certain liabilities of the Sponsor. New Sponsor also agreed to convert approximately $425,000 of working capital notes (the “Working Capital Loan”) owed by the Company to the Sponsor into Class A Ordinary Shares at the closing of an initial business combination of the Company at a rate of one Class A Ordinary Share for every $10.00 principal amount of the Working Capital Loan.
Each of the Company and the Sponsor hereby agrees and acknowledges that, except as otherwise set forth herein, the Administrative Services Agreement is hereby terminated.
Notwithstanding the termination of the Administrative Services Agreement, the outstanding balance as of December 31, 2023 owed by the Company to the Sponsor, and any costs and expenses incurred under the Administrative Services Agreement through the closing of the transactions contemplated by the Purchase and Sponsor Handover Agreement, shall be included as a part of the Working Capital Loan to be converted into Class A Ordinary Shares at the closing of an initial business combination of EVe.
[signature page follows]
| Very truly yours, | ||
| EVE MOBILITY ACQUISITION CORP | ||
| By: | /s/ Maximilian A. Staedtler | |
| Name: | Maximilian A. Staedtler | |
| Title: | Chief Executive Officer | |
AGREED AND ACCEPTED BY:
| EVE MOBILITY SPONSOR LLC | ||
| By: | /s/ Kash Sheikh | |
| Name: | Kash Sheikh | |
| Title: | Manager | |
[Signature Page to Termination of Administrative Services Agreement]
Exhibit 10.4
JOINDER TO
LETTER AGREEMENT
This Joinder to Letter Agreement (this “Joinder”) is made this 21st day of February, 2024, by each of the undersigned, in respect of that certain Letter Agreement (the “Letter Agreement”), a copy of which is attached hereto as Exhibit A, dated as of December 14, 2021, by and among EVe Mobility Acquisition Corp (the “Company”), EVe Mobility Sponsor LLC, a Cayman Islands limited liability company and each of the other persons set forth on the signature pages thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Letter Agreement.
RECITALS:
WHEREAS, each of the undersigned agrees to be bound by the binding provisions of the Letter Agreement.
NOW, THEREFORE, for and in good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned agrees as follows:
1. the undersigned hereby agrees to be bound by the terms and conditions of the Letter Agreement as a party thereunder.
2. This Joinder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
IN WITNESS WHEREOF, this Joinder has been executed and delivered by the undersigned as of the date set forth above.
| Blufire Capital Limited | ||
| /s/ Narinder Singh | ||
| Name: | Narinder Singh | |
| Title: | Authorized Signatory | |
| /s/ Khairul Azmi Bin Ismaon | ||
| Name: | Khairul Azmi Bin Ismaon | |
| /s/ Dr. Ulf Henning Richter | ||
| Name: | Dr. Ulf Henning Richter | |
| /s/ Shabeeb Hamad Sultan AL Darmaki | ||
| Name: | Shabeeb Hamad Sultan AL Darmaki | |
| /s/ Brian David Kitney | ||
| Name: | Brian David Kitney | |
| /s/ Nikita Jaiswal | ||
| Name: | Nikita Jaiswal | |
Acknowledged and Agreed:
EVE MOBILITY ACQUISITION CORP
| By: | /s/ Maximilian A. Staedtler | |
| Name: | Maximilian A. Staedtler | |
| Title: | Chief Executive Officer |
[Signature Page to Joinder to Letter Agreement]
EXHIBIT A
Letter Agreement
(attached)
Exhibit 99.1
EVe Mobility Acquisition Corp Announces
Third Optional Extension of Deadline to Complete Initial Business Combination
SANTA MONICA, CA, February 14, 2024 (GLOBE NEWSWIRE) – EVe Mobility Acquisition Corp (“EVe”) (NYSE American: EVE), a special purpose acquisition company, announced today that on February 14, 2024, its board of directors (the “Board”) decided to extend the date by which EVe must consummate an initial business combination from February 17, 2024 to March 17, 2024 (the “Third Optional Extension”). This is the third of up to six one-month extensions available to EVe pursuant to its amended and restated memorandum and articles of association.
This press release constitutes notice to EVe’s shareholders of the Board’s approval of the Third Optional Extension.
About EVe Mobility Acquisition Corp
EVe Mobility Acquisition Corp is a blank check company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Contact:
info@evemobility.com