Eve Holding, Inc.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 16, 2026
EVEX$1.85+17.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-11.
0001554855-25-000157
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-16.
0001554855-26-000300
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 302 previous paragraphs and 303 current paragraphs.
65 unchanged; 104 reworded; 125 added; 133 removed; 0 previous and 9 current paragraphs rearranged.
Tables are not compared: 12 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (125)
Current report
The UAM market is still emerging and has not been established with precision. It is uncertain to what extent market acceptance will grow, if at all. We intend to initially launch operations in a limited number of metropolitan areas. The success of these markets and the opportunity for future growth in these markets may not be representative of the potential market for UAM in other metropolitan areas. Our success will depend to a substantial extent on regulatory approval and availability of eVTOL technology, investments and development of the ecosystem infrastructure, community acceptance, as well as the willingness of commuters and travelers to widely adopt air mobility as an alternative for ground transportation. If the public does not perceive UAM as beneficial or chooses not to adopt UAM because of concerns regarding safety, affordability, value proposition or for other reasons, then the market for our offerings may not develop, may develop more slowly than we expect or may not achieve the growth potential we expect. As a result, the number of potential fliers using our eVTOL cannot be predicted with any degree of certainty, and we cannot assure that we will be able to operate in a profitable manner in any of our targeted markets. Any of the foregoing could materially adversely affect our business, financial condition, and results of operations.
Current report
Our growth is highly dependent upon the adoption by consumers of an entirely new form of mobility offered by eVTOL aircraft and the UAM market. If consumers do not adopt this new form of mobility or are not willing to pay the prices shared for aerial ridesharing services, our business may never materialize and our prospects, financial condition and operating results will be harmed. This market is new, rapidly evolving, and characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, new aircraft announcements and changing consumer demands and behaviors.
Current report
Our success in each market will depend on the local infrastructure and regulations, on our partners’ ability to develop a network of passengers and accurately assess and predict passenger demand and price sensitivity. Demand and price sensitivity may fluctuate based on a variety of factors, including macroeconomic factors, quality of service, negative publicity, safety incidents, corporate reporting related to safety, quality of customer support, perceived political or geopolitical affiliations, or dissatisfaction with our brand, products, and offerings in general. If our commercial partners fail to attract passengers or fail to accurately predict demand and price sensitivity, it will harm our financial performance and our competitors’ products may achieve greater market adoption and may grow at a faster rate than our business.
Current report
We expect that a large driver of passenger demand for aerial ridesharing services will be time savings when compared with alternative modes of transportation. Should we or our commercial partners be unable to deliver a sufficient level of time savings for our eVTOL passengers or if expected time savings are impacted by delays or cancellations, it could reduce demand for aerial ridesharing services. If we or our commercial partners are unable to generate demand or demand falls, our business, financial condition, and results of operations could be adversely affected.
Current report
We are developing eVTOL to a level of safety that is higher than that of a light aircraft, a level that is perceived by us and the regulators to be adequate for the safe operation of eVTOLs in urban centers. However, the safety record of the fleet will also depend on factors external to the vehicle and the understanding of which is currently being constructed, such as the integration of eVTOL fleets with other aircraft operating in the same urban airspace. If the prediction of important characteristics of the system, such as route placement, vehicle separation and communication protocols, is not accurate, or if these considerations are not properly taken into account, the safety level of the fleet operation may be negatively affected.
Current report
The approval of local authorities of the operation of the eVTOLs will be influenced by the public opinion about the burden imposed on that community by the vehicle operations. Local populations, being potential users of the eVTOL service or not, may perceive the external noise of the vehicles, visual pollution and changes in the neighborhood provoked by vertiport operations to be unreasonable with respect to the benefits brought by the vehicles in terms of traffic congestion reduction and decrease in travel times. If that is the case, the demand for the vehicles and its operations may be negatively affected.
Current report
A failure to increase air traffic capacity at and in the airspace serving key markets, including around major airports, in the United States or overseas, could create capacity limitations for our future operations and could have a material adverse effect on our business, results of operations and financial condition. Weaknesses in airspace and air traffic control system worldwide, including the National Airspace System and the Air Traffic Control (“ATC”) system, such as outdated procedures and technologies, could result in capacity constraints during peak travel periods or adverse weather conditions in certain markets, resulting in delays and disruptions to our service. While our aircraft is designed to operate in the National Airspace System under existing rules, our business at scale will likely require airspace allocation for UAM operations. Our inability to obtain sufficient access to the National Airspace System could increase our costs and reduce the attractiveness of our service.
Current report
An accident or incident resulting from the low performance of one of the UATM systems or its inability to provide adequate safety levels may negatively affect public perception and the UAM industry as whole.
Current report
Additionally, if UATM systems do not target appropriate services, it may affect their ability to support increased traffic volume and therefore impact the ability for industrial scalability. This may be the result of collecting the wrong data necessary to support future safety cases required for airspace authorities to approve new regulations and/or the inability to manage traffic equitably for all airspace users, including airspace access for eVTOLs.
Current report
Additionally, competing systems or solution providers may use the lack of regulation to their advantage, leading to an unsafe operating environment that would cause us to consider suspending our UATM operations until such time when clarity and an appropriate safety case with the local regulator could be established. This may negatively impact the financial results of our UATM product, its ability to provide a return on its investment, and therefore damage the business model of our UATM solution.
Current report
The underperformance of the UATM systems could result from improperly defining the system requirements and system architecture. The inability to accurately define the system requirements would result in an undesirable product by the target users and customers, including but not limited to the fleet operators, vertiport operators and air navigation service providers. By not providing the necessary services at the required time, UATM may negatively impact the ability of UAM to scale at the desired pace. Additionally, by not providing the right services, there is a heightened risk that competitors will capture additional market share. Failing to define and implement the right system architecture will make it more difficult for UATM systems to scale and evolve over time with new requirements and to integrate with other systems.
Current report
There can be no assurance that we will be able to detect and fix all defects in the UATM system prior to its entry into service. Defects could occur as a result of incorrectly identifying the standards that the UATM software must be built towards. By failing to build towards the correct standards, the impacted UATM system will not be allowed to enter into service, resulting in significant re-work to meet the required qualifications, with the project incurring schedule delays, cost overrun or, ultimately, causing eVTOL accidents.
Current report
Schedule delays of UATM systems may result in losing near-term market share to the competition. Competing service providers will begin generating hours of in-service experience earlier and become more established and desirable to the market, making it more difficult for us to become an established service provider in the future. Additionally, delays of UATM systems currently under development and systems to be developed in the future may impede the industrial scalability of UAM, impacting the volume of vehicle sales and service and support contracts.
Current report
Our competitors may commercialize their technology before we do, either in general or in specific markets.
Current report
We expect this industry to be increasingly competitive and it is possible that our competitors could get to market before we do, either generally or in specific markets. Even if we are first to market, we may not fully realize the benefits we anticipate, and we may not receive any competitive advantage or may be overcome by other competitors. If new companies or existing aerospace companies launch competing solutions in the markets in which we intend to operate and obtain large scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing a UATM solution, making it easier for them to obtain the permits and authorizations required to manufacture or operate eVTOL aircrafts in the markets in which we intend to launch or in other markets.
Current report
Many of our current and potential competitors are larger and have substantially greater resources than we have and expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. In particular, our competitors may be able to receive airworthiness certificates or production certificates for their aircraft prior to us receiving such certificates. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future.
Current report
Customers and other stakeholders may not differentiate between us and the broader aviation industry or, more specifically, the UAM service industry. If our competitors or other participants in this market have issues in a wide range of areas, including safety, technology development, engagement with aircraft certification bodies or other regulators, engagement with communities, target demographics or other positioning in the market, security, data privacy, flight delays, or bad customer service, such problems could impact the public perception of the entire industry, including our business. We may fail to adequately differentiate our brand, our services and our aircraft from others in the market which could impact our ability to attract passengers or engage with other key stakeholders. The failure to differentiate ourselves and the impact of poor public perception of the industry could have an adverse impact on our business, financial condition, and results of operations.
Current report
Our business will be primarily concentrated on commercializing our eVTOL aircraft, and providing a suite of services including maintenance, technical support and training to our and third parties’ eVTOL aircrafts, which we expect may be vulnerable to changes in consumer preferences, discretionary spending and other market changes impacting discretionary purchases. The global economy has in the past, and will in the future, experience recessionary periods and periods of economic instability. During such periods, eVTOL passengers may choose not to make discretionary purchases or may reduce overall spending on discretionary purchases. Such changes could result in reduced consumer demand for air transportation, including UAM services, or could shift demand from our UAM services to other methods of air or ground transportation for which we do not offer a competing service. If we are unable to generate demand or there is a future shift in consumer spending away from UAM services, our business, financial condition and results of operations could be adversely affected.
Current report
The UAM Business was launched by ERJ in 2017 and ERJ has a limited operating history in the urban air mobility industry, which is continuously evolving. Our eVTOL aircraft is in the early development stage and, we have no experience in high volume manufacturing of the planned eVTOL aircraft. We cannot assure you that we or our partners will be able to develop efficient, automated, cost-efficient manufacturing capability and processes, and reliable sources of component supplies that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes required to successfully mass market our aircraft. You should consider our business and prospects in light of the risks and significant challenges we face as a new entrant into the UAM industry, including, among other things, with respect to our ability to:
Current report
If we fail to adequately address any or all of these risks and challenges, our business may be harmed.
Current report
While we have performed initial tests with flying vehicles and components in test rigs, in some instances we are still relying on projections and models to validate the projected performance of our aircraft. To date, we have been unable to validate the performance of our eVTOL aircraft over the expected lifetime of the aircraft. There can be no assurance that we will be able to detect and fix any defects in the eVTOL aircraft prior to their use in our service. For example, a flight in an eVTOL aircraft will be unlike anything passengers have experienced before, and due to the aircraft characteristics (including a comparatively light weight, multiple rotors, vertical takeoff, and transition to forward flight) and operation characteristics (flying at low altitudes close to buildings, likely to frequently encounter turbulence), passengers may be susceptible to motion sickness during the transitioning phases.
Current report
We expect to introduce new and additional features and capabilities to the aircraft and our service over time. For example, while our vehicles will begin its operation with a pilot onboard, we project that they will evolve to become uncrewed vehicles over time. If successful, this would reduce the cost of operation related to hiring the crew, although part of the cost reduction will be offset by the need to introduce additional equipment and sensors needed for autonomous flights. As with other areas of the vehicle, we expect to improve the autonomous capabilities of our aircraft through testing and simulations throughout the vehicle development process, since this technology and capability is currently not available for vehicles of this nature. However, we may be unable to develop or certify these upgrades in a timely manner, or at all, which could have a material adverse impact on our business, financial condition, and results of operations.
Current report
There are significant challenges associated with mass producing aircraft in the volumes that we are projecting. The aerospace industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment costs of designing and manufacturing aircraft, long lead times to bring aircraft to market from the concept and design stage, the need for specialized design and development expertise, extensive regulatory requirements, establishing a brand name and image and the need to establish maintenance and service locations. As a manufacturer of electric aircraft, we face a variety of added challenges to entry that a traditional aircraft manufacturer would not encounter including additional costs of developing and producing an electric powertrain, regulations associated with the transport of lithium-ion batteries and unproven high-volume customer demand for a fully electric aerial mobility service. Additionally, we are relying on ERJ to support the development and ramp-up of production lines capable of achieving volumes for which there is limited precedent within the traditional aerospace industry. The ability to reach and sustain high vehicle production rates also depends on the supply of components and systems reliably at the required throughput levels, and such components are not manufactured on a large scale at this moment. Additionally, there may be competition between markets for related products that may affect the ability of suppliers to provide equipment. These products include, for example, batteries, which are in high demand by the automotive industry. In addition, since our eVTOL aircraft cannot be delivered via long-distance flights, it is pivotal that we have the ability, in factory, to disassemble aircraft produced in areas that are not close to customer operations immediately after unit production. Tests, transportation and assembly close to customer operations need to follow high standards of safety and efficiency in order to deliver the products to different geographic regions. If we are not able to overcome these barriers, our business, prospects, operating results and financial condition will be negatively impacted and our ability to grow our business will be harmed.
Current report
The operation of aircraft is subject to various risks, and we expect demand for our eVTOL aircraft and our UAM services to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft. Such accidents or incidents could also have a material impact on our ability to obtain ANAC, FAA and EASA certifications for our aircraft, or to obtain such certifications in a timely manner. Such events could impact confidence in a particular aircraft type or the air transportation services industry as a whole, particularly if such accidents or disasters were due to a safety fault. We believe that the regulators and the general public are still forming their opinions about the safety and utility of aircraft that are highly reliant on lithium ion batteries, and/or advanced flight control software capabilities. An accident or incident involving either our aircraft or a competitor’s aircraft during these early stages of opinion formation could have a disproportionate impact on the longer-term view of the emerging UAM market.
Current report
We are at risk of adverse publicity stemming from any public incident involving our company, our controlling stockholder, our people, our brand or other companies in our industry. Such an incident could involve the actual or alleged behavior of any of our employees or third-party contractors, including ERJ and its other subsidiaries, or the employees or contractors of our competitors. Further, if our personnel, our aircraft, or other types of aircraft, including ERJ’s aircraft and the aircraft of our competitors, are involved in a public incident, accident, catastrophe or regulatory enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action. In the event that our insurance is inapplicable or inadequate, we may be forced to bear substantial losses from an incident or accident. In addition, any such incident, accident, catastrophe or action involving our employees, our aircraft, the aircraft of our competitors or other types of aircraft could create an adverse public perception, which could harm our reputation, result in passengers being reluctant to use our services, and adversely impact our business, financial condition, and results of operations.
Current report
While we will have our own engineering capabilities, we will be substantially reliant on ERJ, our controlling stockholder, to provide us with development, certification and other services and supply our conforming prototypes, at least initially, pursuant to the MSAs. Additionally, Eve relies or will rely on its suppliers and service providers for the parts and components in our aircraft. We or ERJ are also, in some cases, subject to sole source suppliers for certain parts and other components for which we rely on, or may be reliant on, to achieve our projected type certification. While we believe that we may be able to establish alternate supply relationships and can obtain replacement components, we may be unable to do so in the short term at prices that are favorable to us or at all. These disruptions in our supply chain could lead to delays in aircraft development, type certification and production, which could materially adversely affect our business, financial condition, and results of operations.
Current report
We have entered into supply agreements with, and expect to rely on ERJ to provide certain services, products, parts and components required to manufacture our aircraft to sell to final customers, and we also may be subject to sole source suppliers for certain parts and other components for which we may be reliant on to achieve our projected high- volume production numbers. This supply chain may expose us to multiple potential sources of delivery failure or component shortages for our aircraft. While we believe that we may be able to establish alternate supply relationships and can obtain replacement components, we may be unable to do so in the short term or at prices that are favorable to us, or at all.
Current report
If any of our suppliers or service partners were to experience delays, disruptions, capacity constraints or quality control problems in their manufacturing operations, or if they choose to not do business with us, we would have significant difficulty in procuring, producing and delivering our aircraft, and our business prospects would be significantly harmed. These disruptions in our supply chains may cause delays in our production process for both prototype and commercial aircraft which would negatively impact our revenues, competitive position and reputation. Outside the markets where the manufacturing takes place, we will rely on third parties to transport and reassemble the aircraft close to customer operations. In addition, our suppliers or service partners may rely on certain state tax incentives that may be subject to change or elimination in the future, which could result in additional costs and delays in production if a manufacturing site must be obtained. Further, if we are unable to successfully manage our relationship with our suppliers or service partners, the quality and availability of our aircraft may be harmed. Our suppliers or service partners could, under some circumstances, decline to accept new purchase orders from or otherwise reduce their business with us. If our suppliers or service partners stop or reduce manufacturing our aircraft components for any reason, we may be unable to replace the lost manufacturing capacity on a timely and comparatively cost-effective basis, which would adversely impact its operations.
Current report
The manufacturing facilities of our suppliers or service partners and the equipment used to manufacture our aircraft would be costly and could require substantial lead time to replace and qualify for use. The manufacturing facilities of our suppliers or service partners may be harmed or rendered inoperable by natural or human-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, which may render it difficult or impossible for us to manufacture our aircraft for some period of time. The inability to manufacture our aircraft, our aircraft components or the backlog that could develop if the manufacturing facilities of our suppliers or service partners are inoperable for even a short period of time may result in the loss of customers or harm our reputation.
Current report
Our business may be adversely affected by union activities.
Current report
Most of our employees are located in Brazil. It is common throughout the aerospace and airline industries generally and in Brazil for many employees to belong to a union, which can result in higher employee costs and increased risk of work stoppages. Our Brazilian employees are currently represented by one or more labor unions. As we expand our business there can be no assurances that more of our employees will not join or form a labor union or that we will not be required to become a union signatory. We are also directly or indirectly dependent upon companies with unionized workforces, such as ERJ and parts suppliers. Work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results. If a work stoppage occurs, it could delay the manufacture and sale of our eVTOL aircraft and have a material adverse effect on our business, financial condition, and results of operations.
Current report
The commercialization of new aircraft requires certain regulatory authorizations and certifications, including Type Certification issued by the FAA under the special class validation process. While we anticipate being able to meet the requirements of any required authorizations and certificates, we may be unable to obtain such authorizations and certifications on our anticipated timeline, if at all. Should we fail to obtain any of the required authorizations or certificates in a timely manner, or if any such required authorizations or certificates are modified, suspended or revoked after we obtain them, we may be unable to launch our eVTOL and related services on our anticipated timeline, if at all, which would have material adverse effects on our business, financial condition, and results of operations.
Current report
Additional laws, regulations, taxes and airport rates and charges have been proposed from time to time that could significantly increase the cost of UAM operations or reduce the demand for air travel. If adopted, these measures could have the effect of raising fares and reducing demand. We cannot assure you that these and other laws or regulations enacted in the future will not harm our business.
Current report
Pursuant to these international trade control laws and regulations, we are required, among other things, to (i) determine the proper licensing jurisdiction and export classification of products, software, and technology, and (ii) obtain licenses or other forms of U.S. government authorization to engage in the conduct of our business. The authorization requirements may include the need to get permission to release controlled technology to certain foreign person employees and other foreign persons. The authorization requirements further include the need to ensure compliance with trade controls as they apply to the cross-border release of products, software, and technology among our personnel located in the U.S. and abroad. Changes in U.S. foreign trade control laws and regulations, or reclassifications of our products or technologies, may restrict our operations.
Current report
In addition, trade disputes, sanctions or the imposition of new or increased tariffs, and uncertainties related to the enforceability thereof and the ability to obtain refunds for previously paid tariffs that have subsequently been invalidated, or other changes to trade policies could adversely impact our business. On July 1, 2025, the U.S. Secretary of Commerce initiated a Section 232 investigation to determine the effects on national security of imports of unmanned aircraft systems and their parts and components. The scope of this investigation is potentially broad and may result in the imposition of tariffs or import restrictions, or may remove barriers on the imports of competitor products and materials. We are continuing to monitor and evaluate the potential impact on our business of this Section 232 investigation.
Current report
The inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our business as planned. Any changes in the export control regulations or U.S. government licensing policy, such as those necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations. Given the great discretion the government has in issuing or denying such authorizations to advance U.S. national security and foreign policy interests, there can be no assurance we will be successful in our future efforts to secure and maintain necessary licenses, registrations, or other U.S. government regulatory approvals.
Current report
We are subject to or are affected by a number of federal, state and local laws and regulations, as well as contractual obligations and industry standards, that impose certain obligations and restrictions with respect to data privacy and security, and govern our collection, storage, retention, protection, use, processing, transmission, sharing and disclosure of personal information including that of our employees, customers and others. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data. Such laws may be inconsistent or may change or additional laws may be adopted. In addition, our agreements with certain customers may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, result in penalties or fines, result in litigation, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach.
Current report
Despite our efforts, we may not be successful in complying with the rapidly evolving privacy, data protection, and data security requirements discussed above. Any actual or perceived non-compliance with such requirements could result in litigation and proceedings against us by governmental entities, passengers, or others, fines, civil or criminal penalties, limited ability or inability to operate our business, offer services, or market our platform in certain jurisdictions, negative publicity and harm to our brand and reputation. We could be required to expend significant capital and other resources to address any such actual or perceived non-compliance which may not be covered or fully covered by our insurance. Such actual or perceived non-compliance could have a material adverse effect on our business, financial condition or results of operations.
Showing the first 40 of 125 passages. Open the source sections for the rest.
Removed paragraphs (133)
Previous report
The UAMmarketis still emergingand has not been established with precision. Itis uncertainto what extent market acceptance will grow, ifatall. We intendto initially launch operationsin a limited numberof metropolitan areas. The successof these marketsand theopportunityfor future growth in these marketsmaynot be representativeof thepotential marketfor UAMin other metropolitan areas. Our success will depend to asubstantial extenton regulatory approvaland availabilityof eVTOL technology, investmentsand developmentof theecosystem infrastructure, community acceptance, as wellas thewillingnessof commutersand travelersto widely adoptair mobilityas an alternativefor ground transportation. Ifthe public does not perceive UAMas beneficialor choosesnot to adopt UAM because ofconcerns regarding safety, affordability, value proposition or forother reasons, thenthe marketforour offeringsmaynot develop, maydevelop more slowly thanwe expect or maynot achievethe growth potentialwe expect. As a result, thenumberof potential fliers usingour eVTOL cannotbe predicted with any degreeof certainty, and we cannot assure thatwe willbe ableto operatein a profitable mannerin any of our targeted markets. Any of theforegoing could materially adversely affectour business, financial condition, and resultsof operations.
Previous report
There maybe reluctanceby consumersto adopt thisnew formof mobility, or unwillingnessto pay our projected prices.
Previous report
Our growth ishighly dependent upon theadoptionby consumersof an entirelynew formof mobility offered by eVTOL aircraftand the UAMmarket. Ifconsumersdo not adopt thisnew formof mobilityor arenot willingto pay theprices sharedfor aerial ridesharing services, our businessmay never materializeand our prospects, financial conditionand operating results willbe harmed. This marketisnew, rapidly evolving, and characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulationand industry standards, new aircraft announcementsand changing consumer demandsand behaviors.
Previous report
Our successin each market will depend on thelocal infrastructureand regulations, on our partners’ abilityto developa networkof passengersand accurately assessand predict passenger demandand price sensitivity. Demand and price sensitivitymay fluctuate basedon a varietyof factors, including macroeconomic factors, qualityof service, negative publicity, safety incidents, corporate reporting relatedto safety, qualityof customer support, perceived politicalor geopolitical affiliations, or dissatisfaction with our brand, products, and offeringsin general. Ifour commercial partners failto attract passengersor failto accurately predict demandand price sensitivity, itwill harmour financial performanceand our competitors’ productsmay achieve greater market adoptionand maygrow ata faster rate thanour business.
Previous report
We expect thata large driverof passenger demandfor aerial ridesharing services willbe time savings when compared with alternative modesof transportation. Should we or our commercial partnersbe unableto delivera sufficient levelof time savingsforour eVTOL passengersor ifexpected time savingsare impactedby delaysor cancellations, itcould reduce demandfor aerial ridesharing services. Ifwe or our commercial partnersare unable to generate demandor demand falls, our business, financial condition, and resultsof operations couldbe adversely affected.
Previous report
There maybe rejectionof eVTOL operationsin certain localitiesdue to a perceived riskof safetyor burden on local communities from eVTOL operations.
Previous report
We aredeveloping eVTOLto a levelof safety thatis higher than thatof a light aircraft, a level thatis perceivedby us and theregulatorsto be adequateforthe safe operationof eVTOLsin urban centers. However, thesafety recordof thefleet will also depend on factors externalto thevehicleand theunderstandingof which is currently being constructed, such as theintegrationof eVTOL fleets with other aircraft operatingin thesame urban airspace. Ifthe predictionof important characteristicsof thesystem, such as route placement, vehicle separationand communication protocols, isnot accurate, or ifthese considerationsarenot properly taken into account, thesafety levelof thefleet operationmaybe negatively affected.
Previous report
The approvalof local authoritiesof theoperationof theeVTOLs willbe influencedby thepublic opinion aboutthe burden imposedon that communityby thevehicle operations. Local populations, being potential users of theeVTOL serviceor not, mayperceivethe external noiseof thevehicles, visual pollutionand changesin the neighborhood provokedby vertiport operationsto be unreasonable with respectto thebenefits broughtby the vehiclesin termsof traffic congestion reductionand decreasein travel times. Ifthatisthe case, thedemandfor thevehiclesand itsoperationsmaybe negatively affected.
Previous report
A failureto increaseair traffic capacityatand in theairspace servingkey markets, including around major airports, in the United Statesor overseas, could create capacity limitationsforour future operationsand could have a material adverse effecton our business, resultsof operationsand financial condition. Weaknessesin airspaceand airtraffic control system worldwide, includingthe National Airspace Systemand the Air Traffic Control(“ATC”) system, such as outdated proceduresand technologies, could resultin capacity constraints during peak travel periodsor adverse weather conditionsin certain markets, resultingin delaysand disruptionsto our service. Whileour aircraftis designedto operatein the National Airspace System under existing rules, our businessat scale will likely require airspace allocationfor UAMoperations. Our inabilityto obtain sufficient accessto the National Airspace System could increaseour costsand reducethe attractivenessof our service.
Previous report
An accidentor incident resulting fromthelow performanceofone of the UATM systemsor itsinabilityto provide adequate safety levelsmay negatively affect public perceptionand the UAMindustryas whole.
Previous report
Additionally, if UATM systemsdo not target appropriate services, itmay affect their abilityto support increased traffic volumeand therefore impactthe abilityfor industrial scalability. This maybe theresultof collectingthe wrong data necessaryto support future safety cases requiredfor airspace authoritiesto approve new regulationsand/orthe inabilityto manage traffic equitablyforall airspace users, including airspace access foreVTOLs.
Previous report
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 report
Our UATM solutionmay underperformifithas adefect, or itisnot deliveredon the projected timeline.
Previous report
The underperformanceof the UATM systems could result from improperly definingthe system requirementsand system architecture. The inabilityto accurately definethe system requirements would resultin an undesirable productby thetarget usersand customers, includingbut not limitedto thefleet operators, vertiport operatorsand airnavigation service providers. By not providingthe necessary servicesatthe required time, UATMmay negatively impactthe abilityof UAMto scaleatthe desired pace. Additionally, by not providingthe right services, thereisa heightened risk that competitors will capture additional market share. Failingto defineand implementthe right system architecture will makeit more difficultfor UATM systemsto scaleand evolve over time with new requirementsand to integrate with other systems.
Previous report
Therecan be no assurance thatwe willbe ableto detectand fixall defectsin the UATM system priorto its entry into service. Defects could occuras a resultof incorrectly identifyingthe standards thatthe UATM software mustbe built towards. By failingto build towardsthe correct standards, theimpacted UATM system willnot be allowedto enter into service, resultingin significantre-workto meetthe required qualifications, with theproject incurring schedule delays, cost overrunor, ultimately, causing eVTOL accidents.
Previous report
Schedule delaysof UATM systemsmay resultin losing near-term market shareto thecompetition. Competing service providers will begin generating hoursof in-service experience earlierand become more establishedand desirableto themarket, makingit more difficultforus to becomean established service provider in thefuture. Additionally, delaysof UATM systems currently under developmentand systemsto be developed in thefuturemay impedethe industrial scalabilityof UAM, impactingthe volumeof vehicle salesand service and support contracts.
Previous report
We maynot be ableto launch our eVTOLand related serviceson the timeline projected.
Previous report
Our competitorsmay commercialize their technology beforewe do, eitherin generalor in specific markets.
Previous report
We expect this industryto be increasingly competitiveand itis possible thatour competitors couldgetto market beforewe do, either generallyor in specific markets. Even ifwe arefirstto market, we maynot fully realizethe benefitswe anticipate, and we maynot receiveany competitive advantageor maybe overcomeby other competitors. Ifnew companiesor existing aerospace companies launch competing solutionsin themarkets in which we intendto operateand obtain large scale capital investment, we mayface increased competition. Additionally, our competitorsmay benefit fromour effortsin developinga UATM solution, makingit easierfor themto obtainthe permitsand authorizations requiredto manufactureor operate eVTOL aircraftsin themarkets in which we intendto launchor in other markets.
Previous report
Many of our currentand potential competitorsare largerand have substantially greater resources thanwe have and expectto have in thefuture. They mayalsobe ableto devote greater resourcesto thedevelopmentof their currentand future technologiesor thepromotionand saleof their offerings, oroffer lower prices. In particular, ourcompetitorsmaybe ableto receive airworthiness certificatesor production certificatesfor their aircraft priorto us receiving such certificates. Our currentand potential competitorsmay also establish cooperativeor strategic relationships amongst themselvesor with third parties thatmay further enhance their resourcesand offerings. Further, itis possible that domesticor foreign companiesor governments, some with greater experiencein theaerospace industryor greater financial resources thanwe possess, will seekto provide productsor services that compete directlyor indirectly with oursin thefuture.
Previous report
Our customers’ perceptionof us and our reputationmaybe impactedby the broader industryand customers maynot differentiateour aircraftand services fromour competitors.
Previous report
Customersand other stakeholdersmaynot differentiate betweenus and thebroader aviation industryor, more specifically, the UAMservice industry. Ifour competitorsor other participantsin this market have issuesin a wide rangeof areas, including safety, technology development, engagement with aircraft certification bodiesor other regulators, engagement with communities, target demographicsor other positioningin themarket, security, data privacy, flight delays, or bad customer service, such problems could impactthe public perceptionof the entire industry, includingour business. We mayfailto adequately differentiateour brand, ourservicesand our aircraft from othersin themarket which could impactour abilityto attract passengersor engage with otherkey stakeholders. The failureto differentiate ourselvesand theimpactof poor public perceptionof theindustry could have an adverse impacton our business, financial condition, and resultsof operations.
Previous report
Our business willbe primarily concentratedon commercializingour eVTOL aircraft, providing agnostic UAMcapacityby operatinga fleetof eVTOLs together with partnersand providinga suiteof services including maintenance, technical supportand trainingto our and third parties’ eVTOL aircrafts, which we expectmaybe vulnerableto changesin consumer preferences, discretionary spendingand other market changes impacting discretionary purchases. The global economyhas in thepast, and willin thefuture, experience recessionary periodsand periodsof economic instability. During such periods, eVTOL passengersmay choosenot to make discretionary purchasesor mayreduce overall spendingon discretionary purchases. Such changes could resultin reduced consumer demandforair transportation, including UAMservices, or could shift demand from our UAMservicesto other methodsof airor ground transportationfor which we do not offera competing service. Ifwe areunableto generate demandor thereisa future shiftin consumer spending away from UAMservices, our business, financial conditionand resultsof operations couldbe adversely affected.
Previous report
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 report
Ifwe failto adequately addressany orallof these risksand challenges, our businessmaybe harmed.
Previous report
Whilewe have performed initial tests with flying vehiclesand componentsin test rigs, in some instanceswe arestill relyingon projectionsand modelsto validatethe projected performanceof our aircraft. To date, we have been unableto validatethe performanceof our eVTOL aircraft overthe expected lifetimeof theaircraft. Therecan be no assurance thatwe willbe ableto detectand fixany defectsin theeVTOL aircraft priorto theiruse in our service. For example, a flightin an eVTOL aircraft willbe unlike anything passengers have experienced before, and due to theaircraft characteristics (includinga comparatively light weight, multiple rotors, vertical takeoff, and transitionto forward flight) and operation characteristics (flyingatlow altitudes closeto buildings, likelyto frequently encounter turbulence), passengersmaybe susceptibleto motion sickness duringthe transitioning phases.
Previous report
We expectto introducenew and additional featuresand capabilitiesto theaircraftand our service over time. For example, whileour vehicles will beginits operation with a pilot onboard, we project that they will evolveto become uncrewed vehicles over time. Ifsuccessful, this would reducethe costof operation relatedto hiringthe crew, although partof thecost reduction willbe offsetby theneed to introduce additional equipmentand sensors neededfor autonomous flights. As with other areasof thevehicle, we expectto improvethe autonomous capabilitiesof our aircraft through testingand simulations throughoutthe vehicle development process, since this technologyand capabilityis currentlynot availablefor vehiclesof this nature. However, we maybe unableto developor certify these upgradesin a timely manner, or atall, which could have a material adverse impacton our business, financial condition, andresultsof operations.
Previous report
Thereare significant challenges associated with mass producing aircraftin thevolumes thatwe are projecting. The aerospace industryhas traditionally been characterizedby significant barriersto entry, including large capital requirements, investment costsof designingand manufacturing aircraft, long lead timesto bring aircraftto market fromthe conceptand design stage, theneed forspecialized designand development expertise, extensive regulatory requirements, establishinga brand nameand imageand theneed to establish maintenance and service locations. As a manufacturerof electric aircraft, we facea varietyof added challengesto entry thata traditional aircraft manufacturer would not encounter including additional costsof developingand producingan electric powertrain, regulations associated with thetransportof lithium-ionbatteriesand unproven high-volume customer demandfora fully electric aerial mobility service. Additionally, we arerelyingon ERJto develop production linesfor componentsand atvolumesfor which thereis little precedent withinthe traditional aerospace industry. The abilityto reach high vehicle production volumes also dependson thesupplyof componentsand systems reliablyat adequate rates, and such componentsarenot manufacturedat scaleat this moment. Additionally, theremaybe competition between marketsfor related products thatmay affectthe ability of suppliersto provide equipment. These products include, forexample, batteries, which arein high demandby theautomotive industry. In addition, sinceour eVTOL aircraft cannotbe deliveredvia long distance flights, itis pivotal thatwe have theability, in factory, to disassemble aircraft producedin areas thatarenot closeto customer operations immediately after unit production. Tests, transportationand assembly closeto customer operations need to follow high standardsof safetyand efficiencyin orderto deliverthe productsto different geographic regions. Ifwe arenot ableto overcome these barriers, our business, prospects, operating resultsand financial condition willbe negatively impactedand our abilityto grow our business willbe harmed.
Previous report
The operationof aircraftis subjectto various risks, and we expect demandforour eVTOL aircraftand our UAMservicesto be impactedby accidentsor other safety issues regardlessof whether such accidentsor issues involveour aircraft. Such accidentsor incidents could also have a material impacton our abilityto obtain ANAC, FAAand EASA certificationsforour aircraft, or to obtain such certificationsin a timely manner. Such events could impact confidencein a particular aircraft typeor theair transportation services industryas a whole, particularlyif such accidentsor disasters were due to a safety fault. We believe thatthe regulatorsand thegeneral publicare still forming their opinions aboutthe safetyand utilityof aircraft thatare highly relianton lithiumion batteries, and/oradvanced flight control software capabilities. An accidentor incident involving eitherour aircraftor a competitor’s aircraft during these early stagesof opinion formation could have a disproportionate impacton thelonger-term view of theemerging UAMmarket.
Previous report
We areat riskof adverse publicity stemming fromany public incident involvingour company, our controlling stockholder, our people, ourbrandor other companiesin our industry. Such an incident could involve theactualor alleged behaviorof any of our employeesor third-party contractors, including ERJand itsother subsidiaries, or theemployeesor contractorsof our competitors. Further, ifour personnel, our aircraft, or other typesof aircraft, including ERJ’s aircraftand theaircraftof our competitors, areinvolvedin a public incident, accident, catastropheor regulatory enforcement action, we couldbe exposedto significant reputational harmand potential legal liability. The insurancewe carrymaybe inapplicableor inadequateto coverany such incident, accident, catastropheor action. In theevent thatour insuranceis inapplicableor inadequate, we maybe forcedto bear substantial losses froman incidentor accident. In addition, any such incident, accident, catastropheor action involvingour employees, our aircraft, theaircraftof our competitorsor other typesof aircraft could createan adverse public perception, which could harmour reputation, resultin passengers being reluctantto use our services, and adversely impactour business, financial condition, and resultsof operations.
Previous report
We currently relyand expect tocontinueto relyon ERJto provide services, products, partsand components requiredto developand certifyour aircraftand to supply critical services, componentsand systems necessary forour operations, which exposesus to a number of risksand uncertainties outsideour control.
Previous report
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 report
We have entered into supply agreements with, and expect torelyon ERJto provide certain services, products, partsand components requiredto manufactureour aircraftto sellto final customers, andwe also maybe subjectto sole source suppliersfor certain partsand other componentsfor which we maybe relianton to achieveour projected high- volume production numbers. This supply chainmay exposeus to multiple potential sourcesof delivery failureor component shortagesforour aircraft. Whilewe believe thatwe maybe ableto establish alternate supply relationshipsand can obtain replacement components, we maybe unableto do so in theshort termorat prices thatare favorableto us, or at all.
Previous report
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 report
The manufacturing facilitiesof our suppliersor service partnersand theequipment used to manufactureour aircraft would be costlyand could require substantial lead timeto replaceand qualifyforuse. The manufacturing facilitiesof our suppliersor service partnersmaybe harmedor rendered inoperableby naturalor human-made disasters, including earthquakes, flooding, fireand power outages, or by health epidemics, which mayrenderit difficultor impossibleforus to manufactureour aircraftfor some periodof time. The inabilityto manufactureour aircraft, our aircraft componentsor thebacklog that could developifthe manufacturing facilitiesof our suppliersor service partnersare inoperablefor even a short period of timemay resultin thelossof customersor harmour reputation.
Previous report
Our agreements with our customersare non-binding and constituteallofthe current ordersforour aircraft. Ifwe do not enter into definitive agreements with our customers, or the conditionsto our customers’ orders (ifany) are not met, or ifsuch orders (ifany) are cancelled, modifiedor delayed, our prospects, resultsof operations, liquidityand cash flow willbe harmed.
Previous report
Our businessmaybe adversely affectedby union activities.
Previous report
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.
Showing the first 40 of 133 passages. Open the source sections for the rest.
Reworded paragraphs (104)
Previous wording
An investment in our securities involves a high degree of risk. You should consider carefullyall of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial conditionand operating results.
Current wording
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, including our financial statements and related notes, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results.
Previous wording
Our business is subject to numerous risks and uncertainties that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. The occurrence ofone or more of the events or circumstances described in the section titled“Risk Factors,”alone or in combination with other events or circumstances, may harm our business, financial conditionand operating results. Such risks include, but are not limited to:
Current wording
Our business is subject to numerous risks and uncertainties that represent challenges that we face in connection with the successful implementation of our strategy and the growth of our business. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may harm our business, financial condition and operating results. Such risks include, but are not limited to:
Previous wording
Our agreements with our customers are non-binding and constitute all of the current orders for our aircraft. If we do not enter into definitive agreements with our customers, or the conditions to our customers’ orders (if any) are not met, or if such orders (if any) are cancelled, modified or delayed, our prospects, results of operations, liquidity and cash flow will be harmed.
Current wording
While we have converted the first firm order in 2025, most of our agreements with our customers are non-binding and constitute all of the current orders for our aircraft. If we do not enter into definitive agreements with our customers, or the conditions to our customers’ orders (if any) are not met, or if such orders (if any) are cancelled, modified or delayed, our prospects, results of operations, liquidity and cash flow will be harmed.
Previous wording
The marketfor Urban Air Mobility(UAM) has not been established with precision, isstill emergingand may not achievethe growth potentialwe expect, ormay grow more slowly than expected.
Current wording
The market for Urban Air Mobility (UAM) has not been established with precision, is still emerging and may not achieve the growth potential we expect, or may grow more slowly than expected.
Previous wording
Growth of our business will require significant investmentsin thedevelopmentof the UAMecosystem, infrastructure, technologyand marketingand sales efforts. Our current cash flow has not been sufficientto support these needs. Ifour business does not generatethe levelof available cash flow requiredto support these investments, our resultsof operations willbe negatively affected. Furthermore, our abilityto effectively manage growth and expansionof our operations will also requireus to enhanceour researchand development, manufacturing, operational systems, internal controlsand infrastructure, human resources policies, and reporting systems. These enhancements will require significant capital expendituresand allocationof valuable managementand employee resources.
Current wording
Growth of our business will require significant investments in the development of the UAM ecosystem, infrastructure, technology and marketing and sales efforts. Our current cash flow has not been sufficient to support these needs. If our business does not generate the level of available cash flow required to support these investments, our results of operations will be negatively affected. Furthermore, our ability to effectively manage growth and expansion of our operations will also require us to enhance our research and development, manufacturing, operational systems, internal controls and infrastructure, human resources policies, and reporting systems. These enhancements will require significant capital expenditures and allocation of valuable management and employee resources.
Previous wording
Ifcurrent airspace regulationsare not modifiedto increaseair traffic capacity, our business could be subject to considerable capacity limitations.
Current wording
If current airspace regulations are not modified to increase air traffic capacity, our business could be subject to considerable capacity limitations
Previous wording
Urban Air Traffic Management(UATM) maynot be ableto provide adequate situational awareness and equitable airspace accessto eVTOLsor maynot allow industrial scalability.
Current wording
Urban Air Traffic Management (UATM) may not be able to provide adequate situational awareness and equitable airspace access to eVTOLs or may not allow industrial scalability.
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, 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.
Current wording
Urban Air Traffic Management (UATM) is a system that will enable UAM scalability and will mature over time to support market requirements. The UATM systems will provide traffic management services to the UAM ecosystem, including vehicles, fleet operators, vertiports, pilots, fleet managers, network operating centers and air navigation service providers, with the objective of improving the efficiency and safety of UAM operations. The UATM systems are therefore perceived as an enabler to allow the safe scalability of the industry as the quantity of eVTOL operations increases over time.
Previous wording
Every countryison a different journey with a corresponding timetable towards establishingthe regulatory environment that will support third-party technologyand service providersto buttresstheair traffic management industry. As more variedand unique aircraft, each with unique operating characteristics(forinstance, dronesas comparedto general aviation aircraft), areall vying foraccessto dense, low altitude airspace, solutions like UATM seekto standardizetheway in which such airspacecan be safely managed. However, as technology development usually outpaces regulation, itis foreseeable thata certain degreeof business riskor regulatory risk isinherentin theinvestmentand deploymentof thisnew technology. Therefore, a lackof necessary regulations to helpthe industry understandhow itmay commercialize such third-party offerings, such as UATM, mayresult in a poor business environment thatmay makeit difficultto achievethe deploymentof UATM basedon each country’s progress towards regulating similar service providers.
Current wording
Every country is on a different journey with a corresponding timetable towards establishing the regulatory environment that will support third-party technology and service providers to buttress the air traffic management industry. As more varied and unique aircraft, each with unique operating characteristics (for instance, drones as compared to general aviation aircraft), are all vying for access to dense, low altitude airspace, solutions like UATM seek to standardize the way in which such airspace can be safely managed. However, as technology development usually outpaces regulation, it is foreseeable that a certain degree of business risk or regulatory risk is inherent in the investment and deployment of this new technology. Therefore, a lack of necessary regulations to help the industry understand how it may commercialize such third-party offerings, such as UATM, may result in a poor business environment that may make it difficult to achieve the deployment of UATM based on each country’s progress towards regulating similar service providers.
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, collaborativeor common situation awarenessand any other feature identified duringthe interaction with stakeholders.
Current wording
We are developing our own UATM solution. We currently plan for our UATM systems to include urban aeronautical information management, vertiport information management, flight planning and authorization, traffic flow management, weather management, collaborative or common situation awareness and any other feature identified during the interaction with stakeholders.
Previous wording
We will need to address significant regulatory, political, operational, logistical, and other challengesin order tolaunchour eVTOLs. We do not currently have infrastructurein placeto operatethe serviceand such infrastructuremaynot be availableor maybe occupiedon an exclusive basisby competitors. We also have notyet received certifications from the FAA, the ANAC, the EASAor other certificationsof our aircraftor other required airspaceor operational authorityand government approvals, which areessentialfor aircraft productionand operation. In addition, our pre-certification operationsmay increasethe likelihoodof discovering issues with our aircraft, which could resultin delaysto the certificationof our aircraft. Any delayin thefinancing, design, manufacture, testing, certification, and launchof our aircraft could materially damageour brand, business, prospects, financial conditionand operating results. Aircraft manufacturers often experience delaysin thedesign, manufacture, testing, certification, and commercial releaseof new aircraft. These delaysmay resultin additional costsand adverse publicityforour business. Ifwe arenot ableto overcome these challenges, our business, financial condition and result of operations willbe negatively impactedand our abilityto grow our business willbe harmed.
Current wording
We will need to address significant regulatory, political, operational, logistical, and other challenges in order to launch our eVTOLs. We do not currently have infrastructure in place to operate the service and such infrastructure may not be available or may be occupied on an exclusive basis by competitors. We also have not yet received certifications from the FAA, the ANAC, the EASA or other certifications of our aircraft or other required airspace or operational authority and government approvals, which are essential for aircraft production and operation. In addition, our pre-certification operations may increase the likelihood of discovering issues with our aircraft, which could result in delays to the certification of our aircraft. Any delay in the financing, design, manufacture, testing, certification, and launch of our aircraft could materially damage our brand, business, prospects, financial condition and operating results. Aircraft manufacturers often experience delays in the design, manufacture, testing, certification, and commercial release of new aircraft. These delays may result in additional costs and adverse publicity for our business. If we are not able to overcome these challenges, our business, financial condition and result of operations will be negatively impacted and our ability to grow our business will be harmed.
Previous wording
We maybe unable to secure third partiesto provide aerial ridesharing servicesand to makethe necessary changes to, and operate, vertiports using our aircrafts, or otherwise makethe services sufficiently convenient to drive customer adoption.
Current wording
We may be unable to secure third parties to provide aerial ridesharing services and to make the necessary changes to, and operate, vertiports using our aircrafts, or otherwise make the services sufficiently convenient to drive customer adoption.
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 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.
Current wording
Our business will heavily depend on third-party operators to develop and launch aerial ride sharing services and to make the necessary changes to vertiport infrastructure, including installation of necessary charging equipment, to enable adoption of our eVTOL aircraft. While we expect to be able to develop strategic partnerships with third-party fleet and vertiport operators to provide a comprehensive UAM passenger service, we cannot guarantee that we will be able to do so effectively, at prices that are favorable to us, or at all. While we do not intend to own or operate vertiports or aerial ride sharing services, our business will rely on such services. Our business and our brand will be affiliated with these third-party ground operators. We may experience harm to our reputation if our third-party ground operators suffer from poor service, negative publicity, accidents, or safety incidents. The foregoing risks could adversely affect our business, financial condition and results of operations.
Previous wording
Our prospectsand operationsmaybe adversely affectedby changes in consumer preferences, discretionary spending and other economic conditions that affect demand for UAMservices.
Current wording
Our prospects and operations may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for UAM services.
Previous wording
Our eVTOL aircraftmaynot performat the levelwe expect, and mayhave potential defects, such as higher than expected noise profile, lower payload than initially estimated, shorter range, higher unit cost, higher cost of operation, perceived discomfort during transition phase of flightand/or shorter useful lives than we anticipate.
Current wording
Our eVTOL aircraft may not perform at the level we expect, and may have potential defects, such as higher than expected noise profile, lower payload than initially estimated, shorter range, higher unit cost, higher cost of operation, perceived discomfort during transition phase of flight and/or shorter useful lives than we anticipate.
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 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.
Current wording
Our eVTOL aircraft may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our eVTOL aircraft may have a higher noise profile than we expect, carry a lower payload or have a shorter maximum range than we estimate. Our eVTOL aircraft also uses a substantial amount of software code to operate. Software products are inherently complex and often contain defects and errors when first introduced. The ability of our eVTOL aircraft to perform as expected depends on the development of certain components, such as batteries, the technology of which is either currently under development or existing technology never before used in an eVTOL aircraft and, therefore, not yet proven in operation.
Previous wording
We maynot be ableto produce eVTOL aircraftin the volumesand on the timelines projected.
Current wording
We may not be able to produce eVTOL aircraft in the volumes and on the timelines projected.
Previous wording
Our business will initially relyon a single aircraft type. Our dependenceon our aircraft makesus particularly vulnerableto any design defectsor mechanical problems associated with our aircraftor its component parts. Any product defectsor any other failureof our aircraftto performas expected could harmour reputationand resultin adverse publicity, delaysin or inabilityto obtain certification, lost revenue, delivery delays, product recalls, product liability claims, harmto our brandand reputation, and significant warrantyand other expenses, and could have a material adverse impacton our business, financial condition, operating resultsand prospects.
Current wording
Our business will initially rely on a single aircraft type. Our dependence on our aircraft makes us particularly vulnerable to any design defects or mechanical problems associated with our aircraft or its component parts. Any product defects or any other failure of our aircraft to perform as expected could harm our reputation and result in adverse publicity, delays in or inability to obtain certification, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.
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 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.
Current wording
We are relying on the ERJ entities to manufacture and assemble our eVTOL conforming prototypes, and certification devices that will be used for certification purposes, pursuant to our MSA with ERJ and Atech. The initial terms of the MSAs with Atech and ERJ are 15 years each. If ERJ or Atech terminates or fails to renew or to comply with the terms of the respective MSAs, we may not be able to engage other manufacturers and suppliers in a timely manner, at an acceptable price or in the necessary 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 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.
Current wording
In addition, our eVTOL will be subject to regulation in Brazil, the U.S., the European Union and in each jurisdiction where our customers are located. ANAC, as well as Civil Aviation Authorities (CAA) in other countries in which our potential customers are located, most notably the FAA and the EASA, must certify or validate the design (Type Certificate) of our eVTOL before we can start delivering it to any customers. As a result, we will also need to do extensive testing to ensure that the aircraft is in compliance with applicable local civil aviation regulations (e.g., ANAC, FAA, EASA), safety regulations and other relevant regulations prior to entry into service. In addition to certification of the aircraft (Type Certificate), we will be required to obtain approval from the ANAC, or from local Civil Aviation Authorities where the manufacturing facilities will be located to produce the aircraft according to the approved type design. Our plan involves manufacturing the vehicle in Brazil (under ANAC’s regulations) and, according to the evolution of market demand, other production facilities shall be implemented, which may be located in other countries outside Brazil, such as the U.S. or Europe. Production approval involves local authority manufacturing approval and extensive ongoing oversight of mass-produced aircraft. If we are unable to obtain production approval for the aircraft, or the ANAC, the FAA, the EASA or local Civil Aviation Authority imposes unanticipated restrictions as a condition of approval, our projected costs of production could increase substantially and we may not realize the anticipated benefits.
Previous wording
The timingof our production rampis dependent upon finalizing certain aspectsof thedesign, engineering, component procurement, testing, buildout, and manufacturing plansin a timely mannerand upon our abilityto execute these plans withinthe current timeline. Itis also dependenton being ableto timely obtain Production Certification fromthe respective local Civil Aviation Authority.
Current wording
The timing of our production ramp is dependent upon finalizing certain aspects of the design, engineering, component procurement, testing, build out, and manufacturing plans in a timely manner and upon our ability to execute these plans within the current timeline. It is also dependent on being able to timely obtain Production Certification from the respective local Civil Aviation Authority.
Previous wording
Crashes, accidentsor incidentsof eVTOL aircraftor involving UATM solutions, or lithium batteries involvingusor our competitors could have a material adverse effecton our business, financial condition, and resultsof operations.
Current wording
Crashes, accidents or incidents of eVTOL aircraft or involving UATM solutions, or lithium batteries involving us or our competitors could have a material adverse effect on our business, financial condition, and results of operations.
Previous wording
Test flying prototype aircraftis inherently risky, and crashes, accidentsor incidents involvingour aircraft arepossible. Any such occurrence would negatively impactour development, testingand certification efforts, and could resultin re-design, certification delayand/orpostponementsor delaysto our commercial service launch.
Current wording
Test flying prototype aircraft is inherently risky, and crashes, accidents or incidents involving our aircraft are possible. Any such occurrence would negatively impact our development, testing and certification efforts, and could result in re-design, certification delay and/or postponements or delays to our commercial service launch.
Previous wording
Unsatisfactory safety performanceof our aircraft could have a material adverse effecton our business, financial condition, and resultsof operations.
Current wording
Unsatisfactory safety performance of our aircraft could have a material adverse effect on our business, financial condition, and results of operations.
Previous wording
Whilewe arebuilding operational processes designedto ensure thatthe design, testing, manufacture, performance, operationand servicingof our aircraft meet rigorous quality standards, therecan be no assurance thatwe willnot experience operationalor process failuresand other problems, including through flight test accidentsor incidents, manufacturingor design defects, pilot error, cyber-attacksor other intentional acts, that could resultin potential safety risks. Any actualor perceived safety issuesmay resultin significant reputational harmto our businesses, in additionto tort liability, maintenance, increased safety infrastructureand other costs thatmay arise. Such issues could resultin delayingor cancelling planned flights, increased regulationor other systemic consequences. Our inabilityto meetour safety standardsor adverse publicity affectingour reputationas a resultof accidents, mechanicalor operational failures, or other safety incidents could have a material adverse effecton our business, financial conditionand resultsof operations. In addition, our aircraftmaybe groundedby regulatory authoritiesdue to safety concerns that could have a material adverse impacton our business, financial condition, andresultsof operations.
Current wording
While we are building operational processes designed to ensure that the design, testing, manufacture, performance, operation and servicing of our aircraft meet rigorous quality standards, there can be no assurance that we will not experience operational or process failures and other problems, including through flight test accidents or incidents, manufacturing or design defects, pilot error, cyber-attacks or other intentional acts, that could result in potential safety risks. Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues could result in delaying or cancelling planned flights, increased regulation or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical or operational failures, or other safety incidents could have a material adverse effect on our business, financial condition and results of operations. In addition, our aircraft may be grounded by regulatory authorities due to safety concerns that could have a material adverse impact on our business, financial condition, and results of operations.
Previous wording
Although we have a defined strategyforthe manufacturingof our aircraft following type certification, we are exposedtoa number ofrisksand uncertainties outsideour control.
Current wording
Although we have a defined strategy for the manufacturing of our aircraft following type certification, we are exposed to a number of risks and uncertainties outside our control.
Previous wording
We do not control ERJor our other suppliersor service partnersor such parties’ laborand other legal compliance practices, including their environmental, healthand safety practices. If ERJor our other current suppliersor service partners, or any other suppliersor service partners which we mayuse in thefuture, violates U.S. or foreign laws or regulations, we maybe subjectedto extra duties, significant monetary penalties, adverse publicity, theseizureand forfeitureof products thatwe areattemptingto importor thelossof our import privileges. The effectsof these factors could renderthe conductof our businessin a particular country undesirableor impracticaland have a negative impact business, financial condition, and results of operations.
Current wording
We do not control ERJ or our other suppliers or service partners or such parties’ labor and other legal compliance practices, including their environmental, health and safety practices. If ERJ or our other current suppliers or service partners, or any other suppliers or service partners which we may use in the future, violates U.S. or foreign laws or regulations, we may be subjected to extra duties, significant monetary penalties, adverse publicity, the seizure and forfeiture of products that we are attempting to import or the loss of our import privileges. The effects of these factors could render the conduct of our business in a particular country undesirable or impractical and have a negative impact business, financial condition, and results of operations.
Previous wording
Furthermore, ifwe experience significant increased demand, or need to replaceour existing suppliers, there can be no assurance that additional suppliesof aircraft manufacturingor other servicesor products, partsor other components willbe available when requiredon terms thatare acceptableto us, or atall, or thatany supplier would allocate sufficient suppliesto us in orderto meetour requirementsor fillour ordersin a timely manner. These disruptionsin our supply chain could leadto delaysin aircraft developmentand production, which could materially adversely affectour business, financial condition, and results of operations.
Current wording
Furthermore, if we experience significant increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of aircraft manufacturing or other services or products, parts or other components will be available when required on terms that are acceptable to us, or at all, or that any supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner. These disruptions in our supply chain could lead to delays in aircraft development and production, which could materially adversely affect our business, financial condition, and results of operations.
Previous wording
Our agreements with potential customersforour eVTOL aircraftarenon-bindingand constituteallofthe current ordersforour aircraft. Such ordersand agreementsare subjectto conditions, includingthe parties reaching mutual agreementon certain material terms, such as aircraft specifications, warranties, usageand transferof theaircraft, performance guarantees, delivery periodsand other matters, and entering into definitive agreements. The obligationsof such potential customersand strategic partnersto consummateany order will arise only afterallof such material termsare agreedin thediscretionof each party and we enter into definitive agreements with such potential customers. Further, such definitive agreements (if any) will likelybe subjectto several conditions, including, forexample, certificationof our aircraftby the ANAC, FAA, EASAor other aviation authorities, and will likelybe subjectto termination rights. Ifwe do not enter into definitive agreements with our potential customersor, ifafter entering into definitive agreements, we do not meetany of theagreed conditionsor any ordersforour aircraftare cancelled, modifiedor delayed, or otherwisenot consummated, or we areotherwise unableto convertour strategic relationshipsor collaborations into sales revenue, our business, financial condition, and results of operations will be adversely affected.
Current wording
Our agreements with potential customers for our eVTOL aircraft are non-binding and constitute all of the current orders for our aircraft. Such orders and agreements are subject to conditions, including the parties reaching mutual agreement on certain material terms, such as aircraft specifications, warranties, usage and transfer of the aircraft, performance guarantees, delivery periods and other matters, and entering into definitive agreements. The obligations of such potential customers and strategic partners to consummate any order will arise only after all of such material terms are agreed in the discretion of each party and we enter into definitive agreements with such potential customers. Further, such definitive agreements (if any) will likely be subject to several conditions, including, for example, certification of our aircraft by the ANAC, FAA, EASA or other aviation authorities, and will likely be subject to termination rights. If we do not enter into definitive agreements with our potential customers or, if after entering into definitive agreements, we do not meet any of the agreed conditions or any orders for our aircraft are cancelled, modified or delayed, or otherwise not consummated, or we are otherwise unable to convert our strategic relationships or collaborations into sales revenue, our business, financial condition, and results of operations will be adversely affected.
Previous 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.
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
Aerospace manufacturersare subjectto extensive regulatoryand legal requirements that involve significant compliance costs. The ANAC, FAA, EASAand other regulatorsmay issue regulations relatingto theoperation of eVTOL aircraft that could require significant expenditures. Implementationof therequirements createdby such regulationsmay resultin increased costsforour customersand us and may delay the launch of our eVTOL and related services on our anticipated timeline, which would have a material adverse effect on our business, financial condition, and results of operations.
Current wording
Aerospace manufacturers are subject to extensive regulatory and legal requirements that involve significant compliance costs. The ANAC, FAA, EASA and other regulators may issue regulations relating to the operation of eVTOL aircraft that could require significant expenditures. Implementation of the requirements created by such regulations may result in increased costs for our customers and us and may delay the launch of our eVTOL and related services on our anticipated timeline, which would have a material adverse effect on our business, financial condition, and results of operations.
Previous 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.
Current wording
The Company is subject to stringent U.S. export and import control laws and regulations. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to secure timely U.S. government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operation.
Previous wording
Our businessis subjectto stringent U.S. importand export control laws and regulationsas wellas economic sanctions laws and regulations. We arerequiredto importand exportour products, software, technologyand services, as wellas run our operationsin the United States, in full compliance with such laws and regulations, which mayincludethe EAR, the International Trafficin Arms Regulations (“ITAR”), and economic sanctions administeredby the Departmentof Stateand the Treasury Department’s Officeof Foreign Assets Control (OFAC). Similar laws that impactour business existin other jurisdictions. These foreign trade controls prohibit, restrict, or regulateour abilityto, directlyor indirectly, export, deemed export, re-export, deemedre-exportor transfer certain hardware, technical data, technology, software, or servicesto certain countries, territories, entities, individualsand end users. Ifwe arefound to be in violationof these laws and regulations, itcould result in civiland criminal, monetaryand non-monetary penalties, thelossof exportor import privileges, debarmentand reputational harm. While none of our current technologies requireus to maintaina registration under ITAR, we maybecome subjectto ITARin thefuture, which could have a material adverse effecton our business, financial conditionand resultsof operations.
Current wording
Our business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations. We are required to import and export our products, software, technology and services, as well as run our operations in the United States, in full compliance with such laws and regulations, which may include the EAR, the International Traffic in Arms Regulations (“ITAR”), and economic sanctions administered by the Department of State and the Treasury Department’s Office of Foreign Assets Control (OFAC). Similar laws that impact our business exist in other jurisdictions. These foreign trade controls prohibit, restrict, or regulate our ability to, directly or indirectly, export, deemed export, re-export, deemed re-export or transfer certain hardware, technical data, technology, software, or services to certain countries, territories, entities, individuals and end users. If we are found to be in violation of these laws and regulations, it could result in civil and criminal, monetary and non-monetary penalties, the loss of export or import privileges, debarment and reputational harm. While none of our current technologies require us to maintain a registration under ITAR, we may become subject to ITAR in the future, which could have a material adverse effect on our business, financial condition and results of operations.
Previous wording
We willbe subjectto rapidly changing and increasingly stringent laws, regulations, industry standards, and other obligations relatingto privacy, data protection, and data security. The restrictionsand costs imposedby these requirements, or our actualor perceived failureto comply with them, could harm our business.
Current wording
We will be subject to rapidly changing and increasingly stringent laws, regulations, industry standards, and other obligations relating to privacy, data protection, and data security. The restrictions and costs imposed by these requirements, or our actual or perceived failure to comply with them, could harm our business.
Previous wording
The eVTOL aircraft industrymaynot continueto develop, eVTOL aircraftmaynot be adoptedby the market or our independent third-party aircraft operators, eVTOL aircraftmaynot be certifiedby transportation authoritiesor eVTOL aircraftmaynot deliverthe expected reductionin operating costs, any of which could adversely affectour prospects, business, financial condition, and resultsof operations.
Current wording
The eVTOL aircraft industry may not continue to develop, eVTOL aircraft may not be adopted by the market or our independent third-party aircraft operators, eVTOL aircraft may not be certified by transportation authorities or eVTOL aircraft may not deliver the expected reduction in operating costs, any of which could adversely affect our prospects, business, financial condition, and results of operations.
Previous wording
We maybe unable to protectour intellectual property rights from unauthorizeduse by third parties.
Current wording
We may be unable to protect our intellectual property rights from unauthorized use by third parties.
Previous wording
Companies owning patentsor other intellectual property rights relatingto battery packs, electric motors, aircraft configurations, fly-by-wire flight control softwareor electronic power management systemsmay allege infringementor misappropriationof such rights. In responseto a determination thatwe have infringed upon or misappropriateda third-party’s intellectual property rights, we maybe requiredto doone or moreof the following:
Current wording
Companies owning patents or other intellectual property rights relating to battery packs, electric motors, aircraft configurations, fly-by-wire flight control software or electronic power management systems may allege infringement or misappropriation of such rights. In response to a determination that we have infringed upon or misappropriated a third-party’s intellectual property rights, we may be required to do one or more of the following:
Previous wording
We maynot be ableto secure adequate insurance policies, or secure insurance policiesat reasonable prices.
Current wording
We may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices.
Previous 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.
Current wording
We have incurred significant losses since inception. We incurred net losses of $224.3 million, $138.2 million, and $127.7 million for the years ended December 31, 2025,2024, and 2023, respectively. We have not yet started commercial operations, and it is difficult for us to predict our future operating results. We believe that we will continue to incur operating and net losses each quarter until at least the time we begin deliveries of our eVTOL aircraft, which are not expected to begin until 2027 and may occur ‘ or not at all. Even if we are able to successfully develop and sell our aircraft, there can be no assurance that they will be financially successful. Our potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of our aircraft, which may not occur. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all, and even if we do, we may not be able to maintain or increase profitability.
Previous wording
Becausewe will incurthe costsand expenses from these efforts beforewe receiveany revenue with respect thereto, our lossesin future periods willbe significant. In addition, these effortsmaybe costlier thanwe expect and maynot resultin any revenueor growth in our business. Any failureto generate revenue sufficientlyto keep pace with our investmentsand other expenses could preventus from achievingor maintaining profitabilityor positive cash flow. Furthermore, ifour future growth and operating performance failto meet investoror analyst expectations, or ifwe have future negative cash flow or losses resulting fromour investmentin acquiring customersor expandingour operations, this could have a material adverse effecton our business, financial conditionand resultsof operations.
Current wording
Because we will incur the costs and expenses from these efforts before we receive any revenue with respect thereto, our losses in future periods will be significant. In addition, these efforts may be costlier than we expect and may not result in any revenue or growth in our business. Any failure to generate revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow. Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business, financial condition and results of operations.
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Current report — wording carried from elsewhere
There may be reluctance by consumers to adopt this new form of mobility, or unwillingness to pay our projected prices.
Current report — wording carried from elsewhere
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.
Current report — wording carried from elsewhere
Our UATM solution may underperform if it has a defect, or it is not delivered on the projected timeline.
Current report — wording carried from elsewhere
We may not be able to launch our eVTOL and related services on the timeline projected.
Current report — wording carried from elsewhere
Our customers’ perception of us and our reputation may be impacted by the broader industry and customers may not differentiate our aircraft and services from our competitors.
Current report — wording carried from elsewhere
We currently rely and expect to continue to rely on ERJ to provide services, products, parts and components required to develop and certify our aircraft and to supply critical services, components and systems necessary for our operations, which exposes us to a number of risks and uncertainties outside our control.
Current report — wording carried from elsewhere
While we have converted the first firm order in 2025, most of our agreements with our customers are non-binding and constitute all of the current orders for our aircraft. If we do not enter into definitive agreements with our customers, or the conditions to our customers’ orders (if any) are not met, or if such orders (if any) are cancelled, modified or delayed, our prospects, results of operations, liquidity and cash flow will be harmed.
Current report — wording carried from elsewhere
The failure of certain advances in technology such as autonomy or battery density to mature at the rates we project may impact our ability to increase the volume of our service and/or drive down end-user pricing at the rates we project.
Current report — wording carried from elsewhere
For additional information, see Note 7 and Note 8 of the accompanying consolidated financial statements.