S-1MEF 1 ea152362-s1mef_evemobility.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 14, 2021.

Registration No. 333-    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

 

EVe Mobility Acquisition Corp
(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   98-1595236
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

 

 

 

4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Telephone: (302) 273-0014
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Scott Painter

Chief Executive Officer
4001 Kennett Pike, Suite 302
Wilmington, DE 19807
Telephone: (302) 273-0014
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Gregg Noel, Esq.

Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, CA 94301
(650) 470-4500

  Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Sixth Avenue
New York, NY 10105
(212) 370-1300

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-261053

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     Accelerated filer  
Non-accelerated filer     Smaller reporting company  
        Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered  Amount Being
Registered(2)
   Proposed
Maximum
Offering
Price
per Security(1)
   Proposed
Maximum
Aggregate
Offering Price(1)
   Amount of
Registration
Fee
 
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-half of one redeemable warrant   2,300,000   $10.00   $23,000,000   $2,132.10 
Class A ordinary shares included as part of the units(3)   2,300,000            (4)
Redeemable warrants included as part of the units(3)   1,150,000            (4)
Class A ordinary shares issuable upon exercise of redeemable warrants included as part of the units(3)   1,150,000    11.50(5)  13,225,000    1,225.96 
Total            $36,225,000   $3,358.06(6)

 

 

(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act.

 

(2)Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-261053).

 

(3)Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(4)No fee pursuant to Rule 457(g) under the Securities Act.

 

(5)Calculated pursuant to Rule 457(g) under the Securities Act, no additional fee.

 

(6)The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-261053), which was declared effective by the Securities and Exchange Commission on December 14, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $23,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,300,000 additional units of EVe Mobility Acquisition Corp, a Cayman Island exempted company (the “Registrant”), each consisting of one share of Class A common stock and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-261053) (the “Prior Registration Statement”), initially filed by the Registrant on November 12, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on December 14, 2021. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

 

CERTIFICATION

 

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of December 15, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than December 15, 2021.

 

 

 

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (File No. 333-261053) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit   Description
5.1   Opinion of Maples and Calder (Hong Kong) LLP
5.2   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1   Consent of Marcum LLP
23.2   Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
23.3   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2)
24   Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No 333-261053) filed on November 12, 2021).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933 the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California on the 14th day of December, 2021.

 

  EVe Mobility Acquisition Corp
   
  By: /s/ Scott Painter
  Name: Scott Painter
  Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on December 14, 2021 in the capacities indicated below.

 

Signature   Title
     
/s/ Scott Painter   Chief Executive Officer and Chairman of the Board of Directors
Scott Painter   (Principal Executive Officer)
     
/s/ Kash Sheikh   Chief Financial Officer
Kash Sheikh   (Principal Financial and Accounting Officer)
     
/s/ Georg Bauer   Vice Chairman of the Board of Directors
Georg Bauer    
     
/s/ Carla Bailo   Director
Carla Bailo    
     
/s/ Sue Callaway   Director
Sue Callaway    
     
/s/ James G. Ellis   Director
James G. Ellis    

 

 

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