UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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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.
Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Extraordinary General Meeting
On June 14, 2023, EVe Mobility Acquisition Corp., a Cayman Islands exempted company (the “Company” or “EVe”), held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 25,492,278 ordinary shares, comprised of EVe’s Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”), and EVe’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”), were present in person or by proxy, representing approximately 73.95% of the voting power of the 34,473,333 issued and outstanding Ordinary Shares of EVe, comprised of 26,140,000 Class A Ordinary Shares and 8,333,333 Class B Ordinary Shares, entitled to vote at the Extraordinary General Meeting at the close of business on May 8, 2023, which was the record date (the “Record Date”) for the Extraordinary General Meeting. EVe’s shareholders of record as of the close of business on the Record Date are referred to herein as “Shareholders.” In connection with the vote to approve the proposals set forth below, the holders of 18,870,162 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.54 per share, for an aggregate of approximately $198,891,507.48 in connection with the proposals set forth below. After the satisfaction of such redemptions, the balance in EVe’s trust account will be approximately $64,700,131.73. A summary of the voting results at the Extraordinary General Meeting for each proposal is set forth below.
Proposal 1
The Shareholders approved, by special resolution, the proposal to amend EVe’s Amended and Restated Memorandum and Articles of Association (the “Charter”) pursuant to an amendment to the Charter in the from set forth in Part 1 of Annex A of the definitive proxy statement, filed by EVe on May 16, 2023 (the “Proxy Statement”), to extend the date by which EVe 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 included as part of the units sold in EVe’s initial public offering that was consummated on December 17, 2021 (the “IPO”), from June 17, 2023 to December 17, 2023 (the “Extended Date” and, such extension, the “Initial Extension”) and allow the board of directors of EVe (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 (the “Additional Extension Date” and, each additional extension, an “Additional Monthly Extension” and, such proposal, the “Extension Proposal”). The voting results for the Extension Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,260,739 | 2,230,412 | 1,127 | 0 | |||||||||||
Proposal 2
The Shareholders approved, by a special resolution, the proposal to amend the Charter pursuant to an amendment to the Charter in the form set forth in Part 2 of Annex A of the Proxy Statement (the “Redemption Limitation Amendment” and such proposal, the “Redemption Limitation Amendment Proposal”) to eliminate from the Charter the limitation that EVe shall not redeem Class A Ordinary Shares included as part of units sold in the IPO (including any shares issued in exchange thereof, the “Public Shares”) to the extent that such redemption would cause EVe’s net tangible assets to be less than $5,000,001 following such redemption (the “Redemption Limitation”). The Redemption Limitation Amendment will allow EVe to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. The voting results for the Redemption Limitation Amendment Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,260,760 | 2,231,425 | 93 | 0 | |||||||||||
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Proposal 3
The Shareholders approved, by a special resolution, the proposal to amend the Charter pursuant to an amendment to the Charter in the form set forth in Part 3 of Annex A of the Proxy Statement to provide for the right of a holder of Class B Ordinary Shares to convert such Class B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any time and from time-to-time prior to the closing of an initial business combination at the election of the holder (the “Optional Conversion Amendment” and such proposal, the “Optional Conversion Amendment Proposal”). The voting results for the Optional Conversion Amendment Proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,260,665 | 2,231,602 | 11 | 0 | |||||||||||
Proposal 4
The proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal, the Redemption Limitation Amendment Proposal and/or the Optional Conversion Amendment Proposal was not presented at the Extraordinary General Meeting, as each of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Optional Conversion Amendment Proposal received a sufficient number of votes for approval.
On June 14, 2023, EVe filed with the Cayman Islands Register of Companies a notice of the special resolutions amending the Charter. Under Cayman Island law, the amendments to the Charter took effect upon approval of the Extension Proposal, the Redemption Limitation Amendment Proposal and the Optional Conversion Amendment Proposal.
Item 8.01 Other Events.
As previously announced, on June 5, 2023 and June 7, 2023, in connection with the Extraordinary General Meeting, certain unaffiliated third party investors of EVe (the “EVe Investors”) entered into non-redemption agreements (the “Non-Redemption Agreements”) with EVe and EVe Mobility Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”).
Pursuant to the Non-Redemption Agreements, the EVe Investors agreed not to redeem, or reverse and revoke any prior redemption election with respect to certain of their Class A Ordinary Shares (the “Non-Redeemed Shares”). The Non-Redemption Agreements with the EVe Investors are with respect to an aggregate of 4,000,000 Class A Ordinary Shares. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to the EVe Investors (i) for the Initial Extension, a number of its Class B Ordinary Shares equal to 21% of the number of Non-Redeemed Shares, or 840,000 Class B Ordinary Shares, and (ii) for each Additional Monthly Extension, a number of its Class B Ordinary Shares equal to 3.5% of the number of Non-Redeemed Shares, or 140,000 Class B Ordinary Shares for each Additional Monthly Extension, or up to an aggregate of 1,680,000 Class B Ordinary Shares if the Initial Extension and all Additional Monthly Extensions are implemented.
The foregoing description of the Non-Redemption Agreements is subject to and qualified in its entirety by reference to the full text of the Form of Non-Redemption Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Additionally, pursuant to the terms of the Charter, as amended by the Optional Conversion Amendment, the Sponsor intends to convert all of its Class B Ordinary Shares on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The Sponsor will not have any redemption rights in connection with the Converted Shares, and the Converted Shares will be subject to the restrictions on transfer included in the letter agreement entered into by the Sponsor in connection with the IPO. Following such conversion, and as a result of the redemptions described above, there will be an aggregate of 15,603,171 Class A Ordinary Shares issued and outstanding and no Class B Ordinary Shares issued and outstanding.
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Important Information and Where to Find It
The Company has filed the Proxy Statement with the U.S. Securities and Exchange Commissions (the “SEC”). The Company has mailed the Proxy Statement to its shareholders of record as of May 8, 2023 in connection with the Extension Proposal. Investors and shareholders are advised to read the Proxy Statement and any amendments thereto, because these documents will contain important information about the Extension Proposal and The Company. Shareholders will also be able to obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: EVe Mobility Acquisition Corp, 4001 Kennett Pike, Suite 302, Wilmington DE 19807.
Participants in the Solicitation
The Company and its directors and executive officers may be considered participants in the solicitation of proxies of the Company’s shareholders in connection with the Extension Proposal. Investors and shareholders may obtain more detailed information regarding the names and interests of the Company’s directors and officers in the Company and the Extension Proposal in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2023, Quarterly Report on Form 10-Q filed with the SEC on May 17, 2023 and in the other reports the Company has filed with the SEC, including the Proxy Statement. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the Company’s ability to enter into a definitive agreement with respect to a proposed business combination within the time provided in the Company’s amended and restated memorandum and articles of association; the ability of the Company to obtain the financing necessary to consummate a potential business combination; the failure to realize the anticipated benefits of a proposed business combination, including as a result of a delay in consummating a proposed business combination; the risk that approval of the Company’s shareholders for the Extension Proposal is not obtained; the level of redemptions made by the Company’s shareholders in connection with the Extension Proposal and a proposed business combination and its impact on the amount of funds available in the Trust Account to complete an initial business combination; the ability of the Company and the Sponsor, to enter into non-redemption agreements; and those factors discussed in the Company’s Annual Report on Form 10-K filed with the SEC on April 14, 2023, Quarterly Report on Form 10-Q filed with the SEC on May 17, 2023 and in the other reports the Company has filed with the SEC, including the Proxy Statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
Description |
| 3.1* | Amendment to Amended and Restated Memorandum and Articles of Association of EVe. |
| 10.1 | Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to EVe’s Current Report on Form 8-K filed June 5, 2023). |
| 104** | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
Date: June 14, 2023
| EVe Mobility Acquisition Corp | |||
| By: | /s/ Kash Sheikh | ||
| Name: | Kash Sheikh | ||
| Title: | Chief Financial Officer | ||
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Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
EVe Mobility Acquisition Corp (ROC#373362) (the "Company")
TAKE NOTICE that at an Extraordinary General Meeting of the Company held on 14 June 2023, the following special resolutions were passed:
Proposal No. 1
RESOLVED, as a special resolution, that the Memorandum and Articles be amended by the deletion of the existing Article 49.7 in its entirety and the insertion of the following language in its place:
| “49.7 | In the event that the Company does not consummate a Business Combination on or before (i) December 17, 2023 or (ii) June 17, 2024, in the event that the Directors resolve by resolutions of the Board, to extend the amount of time to complete a Business Combination for up to six (6) times for an additional one (1) month each time, or such later time as the Members may approve in accordance with the Articles, the Company shall: |
(a) cease all operations except for the purpose of winding up;
| (b) | as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, each to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
| (c) | as promptly as reasonably possible following such redemption, subject to approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
Subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”
Proposal No. 2
RESOLVED, as a special resolution that:
| (a) | the Memorandum and Articles be amended by the deletion of the existing Article 49.2 in its entirety and the insertion of the following language in its place: |
“Prior to the consummation of a Business Combination, the Company shall either:
| (a) | submit such Business Combination to its Members for approval; or |
| (b) | provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares. Such obligation to repurchase Shares is subject to the completion of the proposed Business Combination to which it relates.” |
| (b) | the Memorandum and Articles be amended by the deletion of the existing Article 49.4 in its entirety and the insertion of the following language in its place: |
“At the general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorized to consummate such Business Combination.”
| (c) | the Memorandum and Articles be amended by the deletion of the existing Article 49.5 in its entirety and the insertion of the following language in its place: |
“Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, within two Business Days prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable) and not previously released to the Company to pay its taxes, divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and consummated.”
Proposal No. 3
RESOLVED, as a special resolution that the Memorandum and Articles be amended by the deletion of the existing Article 49.10 in its entirety and the insertion of the following language in its place:
“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors shall not issue additional Shares or any other securities that would entitle the holders thereof to (i) receive funds from the Trust Account; or (ii) vote as a class with Public Shares on a Business Combination.”
| /s/ Jerome Narcisse |
Jerome Narcisse
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited
Dated this 14th day of June 2023.