Eve Holding Inc

Previous wording

There may be rejection of eVTOL operation in certain localities due to a perceived risk of safety or burden on local communities from eVTOL operations.

Current wording

There may be rejection of eVTOL operations in certain localities due to a perceived risk of safety or burden on local communities from eVTOL operations.

Previous wording

Changes in government regulation imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

Current wording

Changes in government regulation, including as a result of executive orders, imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

Previous wording

We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our aircraft and customer data processed by our third-party vendors.

Current wording

We are subject to cybersecurity risks to our operational systems, security systems, infrastructure, integrated software in our aircraft and customer data processed by us or our third-party vendors.

Previous wording

There maybe rejectionof eVTOL operationin certain localitiesdue to a perceived riskof safetyor burden on local communities from eVTOL operations.

Current wording

There maybe rejectionof eVTOL operationsin certain localitiesdue to a perceived riskof safetyor burden on local communities from eVTOL operations.

Previous wording

Urban Air Traffic Management(UATM) isa system that will enable UAMscalabilityand will mature over timeto support market requirements. The UATM systems will provide traffic management servicesto the UAMecosystem, includingto vehicles, fleet operators, vertiports, pilots, fleet managers, network operating centersand airnavigation service providers, with theobjectiveof improvingthe efficiencyand safetyof UAMoperations. The UATM systemsare therefore perceivedas an enablerto allowthe safe scalabilityof theindustryas the quantityof eVTOL operations increases over time.

Current wording

Urban Air Traffic Management(UATM) isa system that will enable UAMscalabilityand will mature over timeto support market requirements. The UATM systems will provide traffic management servicesto the UAMecosystem, including vehicles, fleet operators, vertiports, pilots, fleet managers, network operating centersand airnavigation service providers, with theobjectiveof improvingthe efficiencyand safetyof UAMoperations. The UATM systemsare therefore perceivedas an enablerto allowthe safe scalabilityof theindustryas the quantityof eVTOL operations increases over time.

Previous wording

Additionally, competing systemsor solution providersmayuse thelackof regulationto their advantage, leadingto an unsafe operating environment that would causewe and our UATM solutionto consider suspending operations until such time when clarityand an appropriate safety case with thelocal regulator couldbe established. This maynegatively impactthe financial resultsof our UATM product, itsabilityto providea return on itsinvestment, and therefore damagethe business modelof our UATM solution.

Current wording

Additionally, competing systemsor solution providersmayuse thelackof regulationto their advantage, leadingto an unsafe operating environment that would causeusto consider suspending our UATM operations until such time when clarityand an appropriate safety case with thelocal regulator couldbe established. This maynegatively impactthe financial resultsof our UATM product, itsabilityto providea return on itsinvestment, and therefore damagethe business modelof our UATM solution.

Previous wording

Our UATM solutionmay underperformifithas adefector itisnot deliveredon the projected timeline.

Current wording

Our UATM solutionmay underperformifithas adefect, or itisnot deliveredon the projected timeline.

Previous wording

We aredevelopingour own UATM solution. We currently plan for our UATM systemsto include urban aeronautical information management, vertiport information management, flight planningand authorization, traffic flow management, weather management, and collaborativeor common situation awarenessand any other feature identified duringthe interaction with stakeholders.

Current wording

We aredevelopingour own UATM solution. We currently plan for our UATM systemsto include urban aeronautical information management, vertiport information management, flight planningand authorization, traffic flow management, weather management, collaborativeor common situation awarenessand any other feature identified duringthe interaction with stakeholders.

Previous wording

Our business will heavily depend on third-party operatorsto developand launch aerial ride sharing services and to makethe necessary changesto vertiport infrastructure, including installationof necessary charging equipment, to enable adoptionof our eVTOL aircraft. Whilewe expectto be ableto develop strategic partnerships with third-party fleetand vertiport operatorsto providea comprehensive UAMpassenger service, we cannot guarantee thatwe willbe ableto do so effectively, atprices thatare favorableto us, or atall. Whilewe do not intendto own or operate vertiportsor aerial ride sharing services, our business will relyon such services. Our businessand our brand willbe affiliated with these third-party ground operatorsand we mayexperience harmto our reputationifour third-party ground operators suffer from poor service, negative publicity, accidents, or safety incidents. The foregoing risks could adversely affectour business, financial conditionand resultsof operations.

Current wording

Our business will heavily depend on third-party operatorsto developand launch aerial ride sharing services and to makethe necessary changesto vertiport infrastructure, including installationof necessary charging equipment, to enable adoptionof our eVTOL aircraft. Whilewe expectto be ableto develop strategic partnerships with third-party fleetand vertiport operatorsto providea comprehensive UAMpassenger service, we cannot guarantee thatwe willbe ableto do so effectively, atprices thatare favorableto us, or atall. Whilewe do not intendto own or operate vertiportsor aerial ride sharing services, our business will relyon such services. Our businessand our brand willbe affiliated with these third-party ground operators. We mayexperience harmto our reputationifour third-party ground operators suffer from poor service, negative publicity, accidents, or safety incidents. The foregoing risks could adversely affectour business, financial conditionand resultsof operations.

Previous wording

The UAMBusinesswas launchedby ERJin 2017 and ERJhas a limited operating historyin the urbanair mobility industry, which iscontinuously evolving. Our eVTOL aircraftisin theearly development stageand we do not expectour first serial vehicleto be produced until the latter half of 2026, ifatall. We have no experiencein high volume manufacturingof theplanned eVTOL aircraft. We cannot assureyou thatwe or our partners willbe ableto develop efficient, automated, cost-efficient manufacturing capabilityand processes, and reliable sources of component supplies that will enableus to meetthe quality, price, engineering, designand production standards, as wellas theproduction volumes, requiredto successfully mass marketour aircraft. You should considerour businessand prospectsin lightofthe risksand significant challengeswe faceas a new entrant into the UAMindustry, including, among other things, with respectto our abilityto:

Current wording

The UAMBusinesswas launchedby ERJin 2017 and ERJhas a limited operating historyin the urbanair mobility industry, which iscontinuously evolving. Our eVTOL aircraftisin theearly development stageand we do not expectour first serial vehicleto be produced until 2027, ifatall. We have no experiencein high volume manufacturingof theplanned eVTOL aircraft. We cannot assureyou thatwe or our partners willbe ableto develop efficient, automated, cost-efficient manufacturing capabilityand processes, and reliable sources of component supplies that will enableus to meetthe quality, price, engineering, designand production standards, as wellas theproduction volumes requiredto successfully mass marketour aircraft. You should considerour businessand prospectsin lightofthe risksand significant challengeswe faceas a new entrant into the UAMindustry, including, among other things, with respectto our abilityto:

Previous wording

Our eVTOL aircraftmay contain defectsin designand manufacture thatmay cause themnot to performas expectedor thatmay require repair. For example, our eVTOL aircraftmay have a higher noise profile thanwe expector carrya lower payloador have shorter maximum range thanwe estimate. Our eVTOL aircraft also uses a substantial amountof software code to operate. Software productsare inherently complexand often contain defectsand errors when first introduced. The abilityof our eVTOL aircraftto performas expected dependson thedevelopmentof certain components, such as batteries, thetechnologyof which is either currently under development or existing technology never before used in an eVTOL aircraftand thereforenot yetprovenin operation.

Current wording

Our eVTOL aircraftmay contain defectsin designand manufacture thatmay cause themnot to performas expectedor thatmay require repair. For example, our eVTOL aircraftmay have a higher noise profile thanwe expect, carrya lower payloador have a shorter maximum range thanwe estimate. Our eVTOL aircraft also uses a substantial amountof software code to operate. Software productsare inherently complexand often contain defectsand errors when first introduced. The abilityof our eVTOL aircraftto performas expected dependson thedevelopmentof certain components, such as batteries, thetechnologyof which is either currently under development or existing technology never before used in an eVTOL aircraftand, therefore, not yetprovenin operation.

Previous wording

We arerelyingon the ERJ entitiesto manufactureand assembleour eVTOL aircraft, conforming prototypes, and certification devices that will be used for certification purposes, pursuantto our MSA with ERJand Atech. The initial termsof the MSAs with Atechand ERJare expectedto end on the 10 th and 15 th anniversariesof May 9, 2022 (the “Closing Date”), respectively. If ERJor Atech terminatesor failsto renew or to comply with thetermsof the respective MSAs, we maynot be ableto engage other manufacturersand suppliersin a timely manner, atan acceptable priceor in thenecessary quantities.

Current wording

We arerelyingon the ERJ entitiesto manufactureand assembleour eVTOL aircraft, conforming prototypes, and certification devices that will be used for certification purposes, pursuantto our MSA with ERJand Atech. The initial termsof the MSAs with Atechand ERJare 15 years each. If ERJor Atech terminatesor failsto renew or to comply with thetermsof the respective MSAs, we maynot be ableto engage other manufacturersand suppliersin a timely manner, atan acceptable priceor in thenecessary quantities.

Previous wording

In addition, our eVTOL willbe subjectto regulationin Brazil, the U.S., the European Union and in each jurisdiction where our customersare located. ANAC, as wellas Civil Aviation Authorities (CAA) in other countriesin which our potential customersare located, most notablythe FAAand the EASA, must certifyor validatethe design (Type Certificate) of our eVTOL beforewe can start deliveringitto any customers. As a result, we will also need to do extensive testingto ensure thatthe aircraftisin compliance with applicable local civil aviation regulation (e.g., ANAC, FAA, EASA), safety regulationsand other relevant regulations priorto entry into service. In additionto certificationof theaircraft (Type Certificate), we willbe requiredto obtain approval fromthe ANAC, or from local Civil Aviation Authorities where themanufacturing facilities willbe locatedto producethe aircraft accordingto theapproved type design. Our plan involves manufacturingthe vehiclein Brazil (under ANAC’s regulations) and, accordingto theevolutionof market demand, other production facilities shallbe implemented, which maybe locatedin other countries outside Brazil, such as the U.S. or Europe. Production approval involves local authority manufacturing approvaland extensive ongoing oversightof mass-produced aircraft. Ifwe areunableto obtain production approvalforthe aircraft, or the ANAC, the FAA, the EASAor local Civil Aviation Authority imposes unanticipated restrictionsas a conditionof approval, our projected costsof production could increase substantially.

Current wording

In addition, our eVTOL willbe subjectto regulationin Brazil, the U.S., the European Union and in each jurisdiction where our customersare located. ANAC, as wellas Civil Aviation Authorities (CAA) in other countriesin which our potential customersare located, most notablythe FAAand the EASA, must certifyor validatethe design (Type Certificate) of our eVTOL beforewe can start deliveringitto any customers. As a result, we will also need to do extensive testingto ensure thatthe aircraftisin compliance with applicable local civil aviation regulations(e.g., ANAC, FAA, EASA), safety regulationsand other relevant regulations priorto entry into service. In additionto certificationof theaircraft (Type Certificate), we willbe requiredto obtain approval fromthe ANAC, or from local Civil Aviation Authorities where themanufacturing facilities willbe locatedto producethe aircraft accordingto theapproved type design. Our plan involves manufacturingthe vehiclein Brazil (under ANAC’s regulations) and, accordingto theevolutionof market demand, other production facilities shallbe implemented, which maybe locatedin other countries outside Brazil, such as the U.S. or Europe. Production approval involves local authority manufacturing approvaland extensive ongoing oversightof mass-produced aircraft. Ifwe areunableto obtain production approvalforthe aircraft, or the ANAC, the FAA, the EASAor local Civil Aviation Authority imposes unanticipated restrictionsas a conditionof approval, our projected costsof production could increase substantially and we may not realize the anticipated benefits.

Previous wording

Whilewe will have our own engineering capabilities, we willbe substantially relianton ERJ, our controlling stockholder, to provideus with development, certificationand other servicesand supplyour aircrafts, atleast initially, pursuantto the MSAs. Additionally, ERJwill relyon itssuppliersand service providersforthe partsand componentsin our aircraft. ERJis currentlyour sole supplierof aircraft developmentand certain other services. We or ERJare also, in some cases, subjectto sole source suppliers forcertain partsand other componentsfor which we relyon, or maybe relianton, to achieveour projected type certification. Whilewe believe thatwe maybe ableto establish alternate supply relationshipsand can obtain replacement components, we maybe unableto do so in theshort termat prices thatare favorableto us or at all. These disruptionsin our supply chain could leadto delaysin aircraft development, type certificationand production, which could materially adversely affectour business, financial condition, and results of operations.

Current wording

Whilewe will have our own engineering capabilities, we willbe substantially relianton ERJ, our controlling stockholder, to provideus with development, certificationand other servicesand supplyour aircrafts, atleast initially, pursuantto the MSAs. Additionally, Eve relies orwill relyon itssuppliersand service providersforthe partsand componentsin our aircraft. We or ERJare also, in some cases, subjectto sole source suppliers forcertain partsand other componentsfor which we relyon, or maybe relianton, to achieveour projected type certification. Whilewe believe thatwe maybe ableto establish alternate supply relationshipsand can obtain replacement components, we maybe unableto do so in theshort termat prices thatare favorableto us or at all. These disruptionsin our supply chain could leadto delaysin aircraft development, type certificationand production, which could materially adversely affectour business, financial condition, and results of operations.

Previous wording

Ifany of our suppliersor service partners were to experience delays, disruptions, capacity constraintsor quality control problemsin itsmanufacturing operations, or ifthey chooseto not do business with us, wewould have significant difficultyin procuring, producingand deliveringour aircraft, and our business prospects would be significantly harmed. These disruptionsin our supply chainsmay cause delaysin our production processfor both prototypeand commercial production aircraft which would negatively impactour revenues, competitive positionand reputation. Outsidethe markets where themanufacturing takes place, we will relyon third partiesto transportand reassemblethe aircraft closeto customer operations. In addition, our suppliersor service partners mayrelyon certain statetax incentives thatmaybe subjectto changeor eliminationin thefuture, which could resultin additional costsand delaysin productionifa manufacturing site mustbe obtained. Further, ifwe are unableto successfully manageour relationship with our suppliersor service partners, thequalityand availability of our aircraftmaybe harmed. Our suppliersor service partners could, under some circumstances, declineto acceptnew purchase orders fromor otherwise reduce their business with us. Ifour suppliersor service partners stopor reduce manufacturingour aircraft componentsforany reason, we maybe unableto replacethe lost manufacturing capacityon a timelyand comparatively cost-effective basis, which would adversely impactits operations.

Current wording

Ifany of our suppliersor service partners were to experience delays, disruptions, capacity constraintsor quality control problemsin their manufacturing operations, or ifthey chooseto not do business with us, wewould have significant difficultyin procuring, producingand deliveringour aircraft, and our business prospects would be significantly harmed. These disruptionsin our supply chainsmay cause delaysin our production processfor both prototypeand commercial aircraft which would negatively impactour revenues, competitive positionand reputation. Outsidethe markets where themanufacturing takes place, we will relyon third partiesto transportand reassemblethe aircraft closeto customer operations. In addition, our suppliersor service partners mayrelyon certain statetax incentives thatmaybe subjectto changeor eliminationin thefuture, which could resultin additional costsand delaysin productionifa manufacturing site mustbe obtained. Further, ifwe are unableto successfully manageour relationship with our suppliersor service partners, thequalityand availability of our aircraftmaybe harmed. Our suppliersor service partners could, under some circumstances, declineto acceptnew purchase orders fromor otherwise reduce their business with us. Ifour suppliersor service partners stopor reduce manufacturingour aircraft componentsforany reason, we maybe unableto replacethe lost manufacturing capacityon a timelyand comparatively cost-effective basis, which would adversely impactits operations.

Previous wording

Mostof our employeesare locatedin Brazil. Itis common throughoutthe aerospaceand airline industries generallyand in Brazilfor many employeesto belongto a union, which can resultin higher employee costsand increased riskof work stoppages. Our Brazilian employeesare currently representedbyone or more labor unions. As we expand our business therecan be no assurances that moreof our employees willnot joinor forma labor union or thatwe willnot be requiredto becomea union signatory. We arealso directlyor indirectly dependent upon companies with unionized work forces, such as ERJand parts suppliers. Work stoppagesor strikes organizedby such unions could have a material adverse impacton our business, financial conditionor operating results. Ifa work stoppage occurs, itcould delaythe manufactureand saleof our eVTOL aircraftand have a material adverse effecton our business, financial condition, and results of operations.

Current wording

Mostof our employeesare locatedin Brazil. Itis common throughoutthe aerospaceand airline industries generallyand in Brazilfor many employeesto belongto a union, which can resultin higher employee costsand increased riskof work stoppages. Our Brazilian employeesare currently representedbyone or more labor unions. As we expand our business therecan be no assurances that moreof our employees willnot joinor forma labor union or thatwe willnot be requiredto becomea union signatory. We arealso directlyor indirectly dependent upon companies with unionized workforces, such as ERJand parts suppliers. Work stoppagesor strikes organizedby such unions could have a material adverse impacton our business, financial conditionor operating results. Ifa work stoppage occurs, itcould delaythe manufactureand saleof our eVTOL aircraftand have a material adverse effecton our business, financial condition, and results of operations.

Previous wording

Changes in government regulation imposing additional requirementsand restrictionson our operations could increaseour operating costsand resultin service delaysand disruptions.

Current wording

Changes in government regulation, including as a result of executive orders, imposing additional requirementsand restrictionson our operations could increaseour operating costsand resultin service delaysand disruptions.

Previous wording

The UAMBusiness issubjectto stringent U.S. exportand import control laws and regulations. Unfavorable changes in these laws and regulationsor U.S. government licensing policies, our failureto secure timely U.S. government authorizations under these laws and regulations, or our failureto comply with these laws and regulations could have a material adverse effecton our business, financial conditionand resultsof operation.

Current wording

The Companyis subjectto stringent U.S. exportand import control laws and regulations. Unfavorable changes in these laws and regulationsor U.S. government licensing policies, our failureto secure timely U.S. government authorizations under these laws and regulations, or our failureto comply with these laws and regulations could have a material adverse effecton our business, financial conditionand resultsof operation.

Previous wording

Pursuantto these international trade control laws and regulations, we arerequired, among other things, to(i) determinethe proper licensing jurisdictionand export classificationof products, software, and technology, and (ii) obtain licensesor other formsof U.S. government authorizationto engagein theconductof our business. The authorization requirementsmay includethe need to getpermissionto release controlled technologyto certain foreign person employeesand other foreign persons. The authorization requirements further includethe need to ensure compliance with trade controlsas they applyto thecross-border releaseof products, software, and technology amongour personnel locatedin the U.S. and abroad. Changes in U.S. foreign trade control laws and regulations, or reclassificationsof our productsor technologies, mayrestrictour operations. The inabilityto secureand maintain necessary licensesand other authorizations could negatively impactour abilityto compete successfullyor to operateour businessas planned. Any changesin theexport control regulationsor U.S. government licensing policy, such as those necessaryto implement U.S. government commitmentsto multilateral control regimes, mayrestrictour operations. Given thegreat discretionthe governmenthas in issuingor denying such authorizationsto advance U.S. national securityand foreign policy interests, therecan be no assurancewe willbe successfulin our future effortsto secureand maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

Current wording

Pursuantto these international trade control laws and regulations, we arerequired, among other things, to(i) determinethe proper licensing jurisdictionand export classificationof products, software, and technology, and (ii) obtain licensesor other formsof U.S. government authorizationto engagein theconductof our business. The authorization requirementsmay includethe need to getpermissionto release controlled technologyto certain foreign person employeesand other foreign persons. The authorization requirements further includethe need to ensure compliance with trade controlsas they applyto thecross-border releaseof products, software, and technology amongour personnel locatedin the U.S. and abroad. Changes in U.S. foreign trade control laws and regulations, or reclassificationsof our productsor technologies, mayrestrictour operations. In addition, trade disputes, sanctions or the imposition of new or increased tariffs could adversely impact our business. The inabilityto secureand maintain necessary licensesand other authorizations could negatively impactour abilityto compete successfullyor to operateour businessas planned. Any changesin theexport control regulationsor U.S. government licensing policy, such as those necessaryto implement U.S. government commitmentsto multilateral control regimes, mayrestrictour operations. Given thegreat discretionthe governmenthas in issuingor denying such authorizationsto advance U.S. national securityand foreign policy interests, therecan be no assurancewe willbe successfulin our future effortsto secureand maintain necessary licenses, registrations, or other U.S. government regulatory approvals.

Previous wording

Thereare several existing laws, regulationsand standards thatmay applyto eVTOL aircraft, including standards that were not originally intendedto applyto electric aircraft. Regulatory changes that address eVTOL aircraft more specifically could delayour abilityto receive type certificationby transportation authoritiesand thus delayour independent third-party aircraft operators’ abilityto utilize eVTOL aircraftfor their flights. Inaddition, therecan be no assurance thatthe market will accept eVTOL aircraft, thatwe willbe ableto executeon our business strategy, or thatour offerings utilizing eVTOL aircraft will obtainthe necessary government operating authorityor be successfulin themarket. Theremaybe heightened public skepticismto this nascent technologyand itsadopters. There couldbe negative public perception surrounding eVTOL aircraft, includingthe overall safetyand thepotentialfor injuriesor death occurringas a resultof accidents involving eVTOL aircraft, regardlessof whetherany such safety incidents occur involvingus. Any of theforegoing risks and challenges could adversely affectour business, financial condition, and resultsof operations.

Current wording

Thereare several existing laws, regulationsand standards thatmay applyto eVTOL aircraft, including standards that were not originally intendedto applyto electric aircraft. Regulatory changes that address eVTOL aircraft more specifically could delayour abilityto receive type certificationby transportation authoritiesand thus delayour independent third-party aircraft operators’ abilityto utilize eVTOL aircraftfor their flights. Inaddition, therecan be no assurance thatthe market will accept eVTOL aircraft, thatwe willbe ableto executeon our business strategy, or thatour offerings utilizing eVTOL aircraft will obtainthe necessary government operating authorityor be successfulin themarket. Theremaybe heightened public skepticismto this nascent technologyand itsadopters. There couldbe negative public perception surrounding eVTOL aircraft or non-eVTOL aircraft, includingthe overall safetyand thepotentialfor injuriesor death occurringas a resultof accidents involving eVTOL aircraft, regardlessof whetherany such safety incidents occur involvingus. Any of theforegoing risks and challenges could adversely affectour business, financial condition, and resultsof operations.

Previous wording

We have incurred significant losses since inception. We incurrednet lossesof $127.7 million,$174.0 million, and$18.3 millionforthe years ended December 31, 2023,2022, and 2021, respectively. We have not yetstarted commercial operations, and itis difficultforus to predictour future operating results. We believe thatwe will continueto incur operatingand netlosses each quarter untilat leastthe timewe begin deliveriesofour eVTOL aircraft, which arenot expectedto begin untilthe latter half of 2026 and mayoccur lateror not atall. Even ifweare ableto successfully developand sellour aircraft, therecan be no assurance that they willbe financially successful. Our potential profitabilityis dependent upon thesuccessful developmentand successful commercial introductionand acceptanceof our aircraft, which maynot occur. As a result, our lossesmaybe larger than anticipated, and we maynot achieve profitability when expected, or atall, and even ifwe do, we maynot be able to maintainor increase profitability.

Current wording

We have incurred significant losses since inception. We incurred net losses of $138.2 million, $127.7 million, and$174.0 millionforthe years ended December 31, 2024,2023, and 2022, respectively. We have not yetstarted commercial operations, and itis difficultforus to predictour future operating results. We believe thatwe will continueto incur operatingand netlosses each quarter untilat leastthe timewe begin deliveriesofour eVTOL aircraft, which arenot expectedto begin until 2027 and mayoccur lateror not atall. Even ifweare ableto successfully developand sellour aircraft, therecan be no assurance that they willbe financially successful. Our potential profitabilityis dependent upon thesuccessful developmentand successful commercial introductionand acceptanceof our aircraft, which maynot occur. As a result, our lossesmaybe larger than anticipated, and we maynot achieve profitability when expected, or atall, and even ifwe do, we maynot be able to maintainor increase profitability.

Previous wording

We are subjectto cybersecurity risksto our operational systems, security systems, infrastructure, integrated softwarein ouraircraftand customer data processedby our third-party vendors.

Current wording

We are subjectto cybersecurity risksto our operational systems, security systems, infrastructure, integrated softwarein ouraircraftand customer data processedby us or our third-party vendors.

Previous wording

Thereisa shortageof pilots thatis expectedto exacerbate over timeas more pilotsin theindustry approach mandatory retirementage. Similarly, trainedand qualified aircraft mechanicsare alsoin short supply. This will affectthe aviation industry, including UAMservicesand more specifically, our business. Our businessis dependenton our operating partners’ abilityto recruitand retain pilots qualifiedto operateour aircraftand mechanics qualifiedto performthe requisite maintenance activities, eitheror both of which maybe difficultdue to thecorresponding personnel shortages. Ifour partnerswho will operateour fleetof eVTOLsare unableto hire, train, and retain qualified pilotsand qualified mechanics, our business couldbe harmed, and we maybe unableto implementour growth plans.

Current wording

Thereisa shortageof pilots thatis expectedto exacerbate over timeas more pilotsin theindustry approach mandatory retirementage. Similarly, trainedand qualified aircraft mechanicsare alsoin short supply. This will affectthe aviation industry, including UAMservicesand more specifically, our business. Our businessis dependenton our operating partners’abilityto recruitand retain pilots qualifiedto operateour aircraftand mechanics qualifiedto performthe requisite maintenance activities, eitheror both of which maybe difficultdue to thecorresponding personnel shortages. Ifour partnerswho will operateour fleetof eVTOLsare unableto hire, train, and retain qualified pilotsand qualified mechanics, our business couldbe harmed, and we maybe unableto implementour growth plans.

Previous wording

Priorto theconsummationof thebusiness combination, our operationsand capital expenditures were financed primarily with ERJ’s available cash. On January 23, 2023, EVE Soluções de Mobilidade Aérea Urbana, Ltda. (“Eve Brazil”), a Brazilian limited liability company and a wholly owned subsidiary of the Company, entered into a loan agreement with Banco Nacional de Desenvolvimento Econômico e Social – BNDES, Brazilian Development Bank (“BNDES”), pursuant to which, subject to the conditions set forth therein, BNDES agreed to granttwo lines of credit to Eve Brazil, with an aggregate amount of R$490 million (approximately $101.2 million), to support the first phase of the development of the Company’s eVTOL project. Eve Brazil has started to withdraw from these two lines of credit from BNDES in September 2023 to pay for the development services provided by Embraer under the Master Services Agreement with Eve. Eve Brazil expects to continue to access those lines during 2024. In thefuture, we couldbe requiredto raise capital through publicor private financingor other arrangements. Such financingmaynot be availableon acceptable terms, or at all, and our failureto raise capital when needed could harmour business. In addition, anysignificant disruptionand volatilityof global financial markets could adversely impactour abilityto access capital. We maysell equity securitiesor debt securitiesinone or more transactionsat pricesand in a manneras we maydetermine from time to time. Ifwe sellany such securitiesin subsequent transactions, our current investorsmaybe materially diluted. Any debt financing, ifavailable, mayinvolve restrictive covenantsand could reduceour operational flexibilityor profitability. Ifwe cannot raise fundson acceptable terms, we maynot be ableto grow our businessor respondto competitive pressures.

Current wording

Priorto theconsummationof thebusiness combination, our operationsand capital expenditures were financed primarily with ERJ’s available cash. On January 23, 2023, EVE Soluções de Mobilidade Aérea Urbana, Ltda. (“Eve Brazil”), a Brazilian limited liability company and a wholly owned subsidiary of the Company, entered into a loan agreement with Banco Nacional de Desenvolvimento Econômico e Social – BNDES, Brazilian Development Bank (“BNDES”), pursuant to which, subject to the conditions set forth therein, BNDES agreed to granttwo lines of credit to Eve Brazil, with an aggregate amount of R$490 million (approximately $101.2 million), to support the first phase of the development of the Company’s eVTOL project. Eve Brazil has started to withdraw from thesetwo lines of credit from BNDES in September 2023 to pay for the development services provided by Embraer under the Master Services Agreement with Eve. Eve Brazil expects to access the remaining portion of those lines during 2025. During 2024, the Company entered into new loan agreements, including a financing agreement, dated as of October 7, 2024, with BNDES, pursuant to which BNDES agreed to grant four lines of credit totaling approximately $83.4 million as of December 31, 2024, a credit agreement with Citibank, N.A., pursuant to which Citi advanced $50 million and subject to an interest rate of 3.90% per year plus Term Secured Overnight Financing Rate, and, on November 22, 2024, a loan agreement with BNDES, pursuant to which BNDES agreed to grant the Company a loan of R$200 million (approximately $32.3 million as of December 31, 2024) and subject to an interest rate of 7.53%. As of December 31, 2024, there is approximately $125.2 million available to be drawn under the Company’s debt arrangements. In addition, in July and September 2024, the Company closed on subscription agreements, warrant agreements and warrant exchange agreements with certain investors relating to the 2024 Private Placement. For additional information, see Note 7 and Note 8 of the accompanying consolidated financial statements.

Previous wording

In addition, the Brazilian Supreme Court has recently annulled the criminal convictions against then-former Brazilian President Luiz Inácio Lula da Silva, and subsequently reinstated his political rights, which enabled him to run for presidency in the October 2022 election. Mr. Luiz Inácio Lula da Silva was victorious in the election and took office as President on January 1, 2023.

Current wording

The Brazilian Supreme Court has annulled the criminal convictions against then-former Brazilian President Luiz Inácio Lula da Silva, and subsequently reinstated his political rights, which enabled him to run for presidency in the October 2022 election. Mr. Luiz Inácio Lula da Silva was victorious in the election and took office as President on January 1, 2023.

Previous wording

Historically, Brazilhas experienced high inflation rates. Inflationand certain actions takenby the Central Bank to curbit have had significant negative effectson the Brazilian economy. Brazilmay experience high levelsof inflationin thefutureand inflationary pressuresmay leadto the Brazilian government interveningin theeconomyand introducing policies that could harmour businessand thepriceof our common stock. In thepast, the Brazilian government’s interventions includedthe maintenanceof a restrictive monetary policy with high interest rates that restricted credit availabilityand reduced economic growth, causing volatility in interest rates. Conversely, more lenient governmentand Central Bank policiesand interest rate decreases have triggeredand maycontinue to trigger increasesin inflation, and, consequently, growth volatilityand theneed forsudden and significant interest rate increases, which could negatively affectus and increaseour indebtedness.

Current wording

Historically, Brazilhas experienced high inflation rates. Inflationand certain actions takenby the Central Bank to curbit have had significant negative effectson the Brazilian economy. Brazilmay experience high levelsof inflationin thefutureand inflationary pressuresmay leadto the Brazilian government interveningin theeconomyand introducing policies that could harmour businessand thepriceof our common stock. In thepast, the Brazilian government’s interventions includedthe maintenanceof a restrictive monetary policy with high interest rates that restricted credit availabilityand reduced economic growth, causing volatility in interest rates. Conversely, more lenient governmentand Central Bank policiesand interest rate decreases have triggeredand maycontinue to trigger increasesin inflation, and, consequently, growth volatilityand theneed forsudden and significant interest rate increases, which could negatively affectus and increaseour indebtedness. This could be exacerbated by the current fiscal budget deficit of the Brazilian government, which, in turn, could demand hikes in interest rates.

Previous wording

The rating agencies began to review Brazil’s sovereign credit ratingin September 2015. Subsequently, thethree major rating agencies downgraded Brazil’s investment-grade status:

Current wording

The rating agencies began to review Brazil’s sovereign credit rating in September 2015. Subsequently, thethree major rating agencies have changed Brazil’s investment-grade status overtime. As of December 31, 2024, Brazil’s sovereign credit ratings were BB (Standard & Poor’s), Ba1 (Moody’s) and BB (Fitch). These ratings are below investment grade, and any further downgrading in Brazil’s sovereign credit ratings or our rating may increase the perception of risk of investors and, as a result, increase the future cost of debt issuances, adversely affecting us. Additionally, a downgrade of the sovereign credit rating of Brazil may affect our own credit rating, hindering our ability to secure loans at competitive rates compared to our competitors, which may impact our ability to grow our business and consequently, affect the price of our common shares.

Previous wording

The Brazilian ECA, BNDES, together with the Brazilian National Treasury Export Guarantee Fund, offer financingand export credit insuranceto our customers under termsand conditions requiredby the ASU. On January 23, 2023, Eve Brazil entered into a loan agreement with BNDES, pursuant to which BNDES agreed, subject to the conditions set forth therein, to granttwo lines of credit to Eve Brazil, with an aggregate amount of R$490 million (approximately$101.2 million), to support the first phase development of the Company’s eVTOL project. Any future reductionor restrictionto the Brazilian export financing program, and any increasein our customers’ financing costsfor participationin this program, above those providedin the ASU’s base financial agreement, maycausethe cost-competitivenessof our aircraftto decline. Other external factorsmay also impactour competitivenessin themarket, including, but not limitedto, aircraft OEMs from countries which arenot signatoriesto the ASUagreement offering attractive financing packages, or any new government subsidies supportingany of our major competitors.

Current wording

The Brazilian ECA, BNDES, together with the Brazilian National Treasury Export Guarantee Fund, offer financingand export credit insuranceto our customers under termsand conditions requiredby the ASU. On January 23, 2023, Eve Brazil entered into a loan agreement with BNDES, pursuant to which BNDES agreed, subject to the conditions set forth therein, to granttwo lines of credit to Eve Brazil, with an aggregate amount of R$490 million (approximately$101.2 million), to support the first phase development of the Company’seVTOL project. In addition, on October 10, 2024, the Company entered into a financing agreement, dated as of October 7, 2024, with BNDES, pursuant to which BNDES agreed to grant four lines of credit totaling approximately $83.4 million as of December 31, 2024, and on November 22, 2024, the Company entered into a loan agreement with BNDES for R$200 million (approximately $32.3 million), to support the second phase of the development of the Company’s eVTOL project. Any future reductionor restrictionto the Brazilian export financing program, and any increasein our customers’ financing costsfor participationin this program, above those providedin the ASU’s base financial agreement, maycausethe cost-competitivenessof our aircraftto decline. Other external factorsmay also impactour competitivenessin themarket, including, but not limitedto, aircraft OEMs from countries which arenot signatoriesto the ASUagreement offering attractive financing packages, or any new government subsidies supportingany of our major competitors.

Previous wording

Thereare 11,499,879 outstanding public warrantsto purchase 11,499,879 sharesof common stockatan exercise priceof $11.50 pershare, which warrants became exercisableon June 8, 2022. In addition, thereare 14,250,000 private placement warrants outstanding exercisablefor 14,250,000 sharesof common stockatan exercise priceof $11.50 pershare, which warrants became exercisable on June 8, 2022. Moreover, the Company has issued or has agreed to issuenew warrants, thatareor willbe, as applicable, exercisablefor (i) 24,095,072 sharesof common stockatan exercise priceof $0.01 pershare ("Penny Warrants"), either without contingencies or contingent on the achievement of certain milestones, (ii) 12,000,000 shares of common stock at an exercise price of $15.00 per share without contingencies and (iii) 5,000,000 shares of common stock at an exercise price of $11.50 per share without contingencies. Since the Business Combination,3,672,536 Penny Warrants have been exercised. To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the holders of the Company’s common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock, the impact of which is increased as the value of our stock price increases.

Current wording

Thereare 8,203,407 outstanding public warrantsto purchase 8,203,407 sharesof common stockatan exercise priceof $11.50 pershare, which warrants became exercisableon June 8, 2022. In addition, thereare 14,250,000 private placement warrants outstanding exercisablefor 14,250,000 sharesof common stockatan exercise priceof $11.50 pershare, which warrants became exercisable on June 8, 2022. Moreover, the Company has issued or has agreed to issuenew warrants, thatareor willbe, as applicable, exercisablefor (i) 21,022,536 sharesof common stockatan exercise priceof $0.01 pershare (“Penny Warrants”), either without contingencies or contingent on the achievement of certain milestones and (ii) 12,000,000 shares of common stock at an exercise price of $15.00 per share without contingencies. To the extent such warrants are exercised, additional shares of common stock are issued, which will result in dilution to the holders of the Company’s common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock, the impact of which is increased as the value of our stock price increases.

Previous wording

Historical trading closing prices for our shares of common stock have varied between a low of approximately $5.45 pershareon June 28, 2022, to a high of$12.38 pershareon September 21,2022, but have not approachedthe$18.00 pershare thresholdfor redemption (which, as described above, would be requiredfor 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that the Company elects to redeem all of the redeemable warrants as described above, the Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the applicable warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to Depository Trust Company.

Current wording

Historical trading closing prices for our shares of common stock have varied between a low of approximately $2.40 pershareon August 14, 2024 and a high of$12.38 pershareon September 21,2022, but have not approachedthe$18.00 pershare thresholdfor redemption (which, as described above, would be requiredfor 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that the Company elects to redeem all of the redeemable warrants as described above, the Company will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the applicable warrant agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to Depository Trust Company.

Previous wording

The exercise priceforthe outstanding public warrantsand private placement warrantsis $11.50 pershareof common stock. In addition, theexercise pricesfor certainnew warrantsare $11.50 pershareof common stock and $15.00 pershareof common stock Therecan be no assurance that such warrants willbe in themoney followingthe time they become exercisableand priorto their expiration, and as such, thewarrantsmay expire worthless.

Current wording

The exercise priceforthe outstanding public warrantsand private placement warrantsis $11.50 pershareof common stock. In addition, theexercise pricefor certainnew warrants is$15.00 pershareof common stock. Therecan be no assurance that such warrants willbe in themoney followingthe time they become exercisableand priorto their expiration, and as such, thewarrantsmay expire worthless.

Previous wording

Our abilityto operateour business effectively depends in large parton certain administrativeand other support functions providedto us by ERJpursuant to the Services Agreements. Following the expiration or terminationof the Services Agreements, our abilityto operateour business effectivelymay sufferifitis unable to cost-effectively establishitsown administrativeand other support functionsin orderto operateas a stand-alone company.

Current wording

Ourability to operateour business effectively depends in large parton certain administrativeand other support functions providedto us by ERJpursuant to the Services Agreements. Following the expiration or terminationof the Services Agreements, our abilityto operateour business effectivelymay sufferifitis unable to cost-effectively establishitsown administrativeand other support functionsin orderto operateas a stand-alone company.

Previous wording

We will relyon certain administrativeand other resourcesof ERJ, including information technology, financial reporting, tax, treasury, human resources, procurement, insuranceand risk managementand legal services, to operateour business. In connection with the Pre-Closing Restructuring, Eveentered into three MSAs, includingone by and between Eve and ERJand anotherby and between Eve and Atech. Pursuantto such MSAs, ERJand its subsidiaries (other than Eve and itss ubsidiaries) will supply productsand perform certain services, relatingto thedevelopment, certification, manufacturingand supportof eVTOLs. The initial termof the Atech MSA isexpectedto end on the 10 th anniversaryof theeffective dateof such agreement, and on the 15 th anniversaryof theeffective dateof such agreement forthe MSA with ERJ. Eve also entered intoa MSA with the Brazilian Subsidiary pursuantto which the Brazilian Subsidiary will developand facilitatethe executionof a commercial business planforthe strategic developmentof the UAMBusinesson behalfof Eve. In addition, Eve and the Brazilian Subsidiary entered intoa SSA with ERJand EAHpursuantto which the ERJ entities (other than Eve and its Subsidiaries) will provide certain corporateand administrative servicesto Eve and the Brazilian Subsidiary. The initial termof the SSA with ERJ isexpectedto end on the 15 th anniversaryof theeffective date of such agreement. These servicesmaynot be sufficientto meet Eve’s needsand maynot be providedatthe same levelas when theentities comprising Eve were partof ERJ. We and ERJwill each relyon theotherto performour respective obligations underthe Services Agreements. If ERJis unableto satisfyits material obligations underthe agreement, or ifthe agreementis terminatedas to any servicesor entirely, we maynot be ableto obtain such servicesatallor obtain theserviceson termsas favorableas thosein the Services Agreementsand could, as a result, suffer operational difficultiesor significant losses.

Current wording

We will relyon certain administrativeand other resourcesof ERJ, including information technology, financial reporting, tax, treasury, human resources, procurement, insuranceand risk managementand legal services, to operateour business. In connection with the Pre-Closing Restructuring, Eveentered into three MSAs, includingone by and between Eve and ERJand anotherby and between Eve and Atech. Pursuantto such MSAs, ERJand its subsidiaries (other than Eve and itss ubsidiaries) will supply productsand perform certain services, relatingto thedevelopment, certification, manufacturingand supportof eVTOLs. The initial termsof the Atech MSA and ERJ MSA are 15 years each. Eve also entered intoa MSA with the Brazilian Subsidiary pursuantto which the Brazilian Subsidiary will developand facilitatethe executionof a commercial business planforthe strategic developmentof the UAMBusinesson behalfof Eve. In addition, Eve and the Brazilian Subsidiary entered intoa SSA with ERJand EAHpursuantto which the ERJ entities (other than Eve and its Subsidiaries) will provide certain corporateand administrative servicesto Eve and the Brazilian Subsidiary. The initial termof the SSA with ERJ isexpectedto end on the 15 th anniversaryof theeffective date of such agreement. These servicesmaynot be sufficientto meet Eve’s needsand maynot be providedatthe same levelas when theentities comprising Eve were partof ERJ. We and ERJwill each relyon theotherto performour respective obligations underthe Services Agreements. If ERJis unableto satisfyits material obligations underthe agreement, or ifthe agreementis terminatedas to any servicesor entirely, we maynot be ableto obtain such servicesatallor obtain theserviceson termsas favorableas thosein the Services Agreementsand could, as a result, suffer operational difficultiesor significant losses.

Previous wording

We arean“emerging growth company” withinthe meaningof the Securities Act, as modifiedby the JOBS Act, and we maytake advantageof certain exemptions from various reporting requirements thatare applicableto other public companies thatarenot emerging growth companies including, but not limitedto, not being required to comply with theauditor attestation requirementsof Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensationin our periodic reports, and exemptions fromthe requirementsof holdinga nonbinding advisory voteon executive compensationand stockholder approvalof any golden parachute paymentsnot previously approved. As a result, our stockholders maynot have accessto certain information theymay deem important. We couldbe an emerging growth company forup tofive years from Zanite's IPO, although circumstances could causeus to lose that status earlier, includingifthe market valueof our common stock heldby nonaffiliates exceeds $700 millionas of June 30 of theprior year, in which casewe would no longerbe an emerging growth companyas of thefollowing December 31. We cannot predict whether investors will findour securities less attractive becausewe will relyon these exemptions. Ifsome investors findour securities less attractiveas a resultofour relianceon these exemptions, thetrading pricesofour securitiesmaybe lower than they otherwise would be, theremaybe a less active trading marketforour securitiesand thetrading pricesof our securitiesmaybe more volatile.

Current wording

We arean“emerging growth company” withinthe meaningof the Securities Act, as modifiedby the JOBS Act, and we maytake advantageof certain exemptions from various reporting requirements thatare applicableto other public companies thatarenot emerging growth companies including, but not limitedto, not being required to comply with theauditor attestation requirementsof Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensationin our periodic reports, and exemptions fromthe requirementsof holdinga nonbinding advisory voteon executive compensationand stockholder approvalof any golden parachute paymentsnot previously approved. As a result, our stockholders maynot have accessto certain information theymay deem important. We will lose ouremerging growth company status no later than December 31, 2025, although certain circumstances could causeus to lose that status earlier. We cannot predict whether investors will findour securities less attractive becausewe will relyon these exemptions. Ifsome investors findour securities less attractiveas a resultofour relianceon these exemptions, thetrading pricesofour securitiesmaybe lower than they otherwise would be, theremaybe a less active trading marketforour securitiesand thetrading pricesof our securitiesmaybe more volatile.

Previous wording

Additionally, until June 30, 2022, we qualifiedas a“smaller reporting company” as definedin Item 10(f)(1) of Regulation S-K and took advantageof certain reduced disclosure obligations untilthe following December 31 st. Taking advantageof such reduced disclosure obligationsmay make comparisons of our financial statements with other public companies difficult or impossible.

Current wording

Additionally, until June 30, 2022, we qualifiedas a“smaller reporting company” as definedin Item 10(f)(1) of Regulation S-K and took advantageof certain reduced disclosure obligations prior to June 30, 2022. Taking advantageof such reduced disclosure obligationsmay make comparisons of our financial statements with other public companies difficult or impossible.

Previous wording

Risks Relatedto Ownership of Common Stock and Warrants

Current wording

Risks Relatedto Ownership of Our Common Stock and Warrants

Previous wording

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 shares of Class A common stock at a purchase price of $10.00 per share, for an aggregate purchase price of $357,300,000, which included the commitment of the Sponsor to purchase 2,500,000 shares of Class A common stock for a purchase price of $25,000,000 and the commitment of EAH to purchase 18,500,000 shares of Class A common stock for a purchase price of $185,000,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the business combination. The Sponsor and EAH are contractually restricted from selling or transferring any of their shares of common stock (not including the shares of our common stock issued to the Sponsor and EAH in the PIPE Investment pursuant to the terms of the Subscription Agreements or purchased in the public market) (the “Lock-up Shares”) for certain periods of time. Under the amended and restated registration rights agreement, dated as of May 9, 2022, by and among the Sponsor, Zanite, EAH and certain other parties thereto (the “Amended and Restated Registration Rights Agreement”), such lock-up restrictions applicable to the Lock-up Parties’ (as defined in the Amended and Restated Registration Rights Agreement) Lock-up Shares (as defined in the Amended and Restated Registration Rights Agreement) begin at the closing of the business combination and end on the date that isthree years after the closing of the business combination. Other PIPE Investors, however, are not restricted from selling any of their shares of common stock, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our stock. As restrictions on resale end and registration statements are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in our share price. Additionally, the market price of our stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Current wording

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 shares of Class A common stock at a purchase price of $10.00 per share, for an aggregate purchase price of $357,300,000, which included the commitment of the Sponsor to purchase 2,500,000 shares of Class A common stock for a purchase price of $25,000,000 and the commitment of EAH to purchase 18,500,000 shares of Class A common stock for a purchase price of $185,000,000 (the “PIPE Investment”). The PIPE Investment was consummated substantially concurrently with the closing of the business combination. The Sponsor and EAH are contractually restricted from selling or transferring any of their shares of common stock (not including the shares of our common stock issued to the Sponsor and EAH in the PIPE Investment pursuant to the terms of the Subscription Agreements or purchased in the public market) (the “Lock-up Shares”) for certain periods of time. Under the amended and restated registration rights agreement, dated as of May 9, 2022, by and among the Sponsor, Zanite, EAH and certain other parties thereto (the “Amended and Restated Registration Rights Agreement”), such lock-up restrictions applicable to the Lock-up Parties’ (as defined in the Amended and Restated Registration Rights Agreement) Lock-up Shares (as defined in the Amended and Restated Registration Rights Agreement) begin at the closing of the business combination and end on the date that isthree years after the closing of the business combination. Other PIPE Investors, however, are not restricted from selling any of their shares of common stock, other than by applicable securities laws. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. In addition, in July and September 2024, the Company closed on subscription agreements, warrant agreements and warrant exchange agreements with certain investors relating to the 2024 Private Placement for the issuance and sale of 23,900,000 newly issued shares of common stock for cash at a purchase price of $4.00 per share, for a total of $95.6 million in new equity financing, the exchange of certain Public Warrants and Market Warrants for shares of common stock, and the issuance of certain Penny Warrants to certain investors. Refer to Note 7 and Note 8 of…

Excerpt shortened here; the source contains the full paragraph.