SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EVe Mobility Acquisition Corp
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per
share
(Title of Class of Securities)
G3218G 109
(CUSIP Number)
Kash
Sheikh
Manager
EVe Mobility Sponsor LLC
c/o EVe Mobility Acquisition Corp
4001 Kennett Pike, Suite 302
Wilmington,
DE 19807
(302) 273-0014
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Gregg A. Noel, Esq.
Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301
(650) 470-4500
February 2, 2024
(Date of Event Which Requires Filing of this
Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. G3218G 109
| 1. |
|
Names of Reporting Persons.
Kash Sheikh
|
| 2. |
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
| 3. |
|
SEC Use Only
|
| 4. |
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Source of Funds (See Instructions)
N/A
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| 5. |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
☐ |
| 6. |
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Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With |
|
7. |
|
Sole Voting Power
0 |
| |
8. |
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Shared Voting Power
9,316,190 (1)(2)
|
| |
9. |
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Sole Dispositive Power
0 |
| |
10. |
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Shared Dispositive Power
9,316,190 (1)(2)
|
| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,316,190 (1)(2) |
| 12. |
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
☐
|
| 13. |
|
Percent of Class Represented by Amount in Row (11)
59.7% (3) |
| 14. |
|
Type of Reporting Person:
IN
|
| (1) | Includes (i) 8,333,333 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary
Shares”), of EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Issuer”), issued upon
the conversion of 8,333,333 Class B ordinary shares, par value $0.0001 per share (“Founder Shares”), of the Issuer
acquired by EVe Mobility Sponsor LLC (the “Sponsor”) prior to the Issuer’s initial public offering (the “IPO”);
and (ii) 982,857 Class A Ordinary Shares underlying the units acquired by the Sponsor in a private placement sale which closed simultaneously
with the consummation of the IPO. |
| | |
| (2) | The Sponsor is the record holder of the shares reported herein. On September
29, 2023, each of Scott Painter and Maximilian Staedtler tendered a letter of resignation and, effective as of October 10, 2023, resigned
as manager of the Sponsor resulting in Kash Sheikh serving as sole manager of the Sponsor. As sole manager, Mr. Sheikh has voting and
investment discretion of the Class A Ordinary Shares held by the Sponsor, and accordingly may be deemed to have beneficial ownership of
such shares. The Sponsor separately files a Schedule 13G under Rule 13d-1(d) of the Securities Exchange Act of 1934. |
| | |
| (3) | Calculated based upon 15,603,171 Class A Ordinary Shares outstanding
as of September 30, 2023, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with Securities and Exchange
Commission on November 20, 2023. |
This Amendment No. 1 (“Amendment No.
1”) to Schedule 13D relates to the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”)
of EVe Mobility Acquisition Corp, a Cayman Islands exempted company (the “Issuer”), and amends and supplements the
initial statements on the Schedule 13D filed on October 10, 2023 (as amended, the “Schedule 13D”). Capitalized terms
used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby supplemented
by adding the following:
Purchase and Sponsor Handover Agreement
On February 2, 2024, the Issuer
entered into a Purchase and Sponsor Handover Agreement (the “Purchase and Sponsor Handover Agreement”) with Blufire
Capital Limited, an Abu Dhabi private company limited by shares (the “New Sponsor”), and the Sponsor, pursuant to which,
subject to satisfaction of certain conditions, (i) the Sponsor agreed to transfer and assign 6,320,667 Founder Shares in exchange for
the New Sponsor assuming certain liabilities of the Issuer and the Sponsor, including costs and expenses incurred by the Issuer and the
Sponsor in the ordinary course of business or in connection with the transactions contemplated by the Purchase and Sponsor Handover Agreement,
and (ii) the New Sponsor agreed to become the sponsor of the Issuer (together, the “Sponsor Handover”). New Sponsor
also agreed to convert approximately $425,000 of working capital notes owed by the Issuer to the Sponsor into Class A Ordinary Shares
at the closing of an initial business combination of the Issuer at a rate of one Class A Ordinary Share for every $10.00 principal amount
of such working capital notes.
As a condition to consummation
of the Sponsor Handover, new members of the Issuer’s board of directors (the “Board”) and a new management team
for the Issuer must be appointed by the existing Board and the existing Board members and the existing management team (other than the
Issuer’s Chief Operating Officer, Jesvin Kaur) must resign (the “Director and Management Handover”), which must
be effective upon consummation of the Sponsor Handover. Each of the parties agreed to use its best efforts to, as soon as reasonably practicable
following the signing of the Purchase and Sponsor Handover Agreement, prepare and coordinate the filing of an information statement to
the Issuer’s shareholders in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
thereunder with the SEC.
Pursuant to the terms of the
Purchase and Sponsor Handover Agreement, the New Sponsor also agreed, among other things, to (i) indemnify and hold harmless the Sponsor
on terms that are the same as each of the Indemnity Agreements (the “Indemnity Agreements”), dated December 14, 2021
and October 13, 2023, entered into between the Issuer and each of the current and former directors and officers of the Issuer (the “Indemnitees”)
in connection with the Issuer’s initial public offering, and, if requested by the Sponsor or any other Indemnitee, the Issuer and
the New Sponsor shall assume the defense of any relevant claims or proceedings, (ii) on or prior to the closing of the transactions contemplated
by the Purchase and Sponsor Handover Agreement, at its own cost and expense to (a) extend the term of the existing directors and officers
liability insurance policy until December 17, 2024 and (b) obtain commercially reasonable run-off or “tail” directors and
officers liability insurance policy coverage, and (iii) with effect from the closing of the transactions contemplated by the Purchase
and Sponsor Handover Agreement, join as a party to the Letter Agreement, dated December 14, 2021, by and among the Sponsor, the officers
and directors of the Issuer and the Issuer (the “Letter Agreement”).
The Purchase and Sponsor Handover
Agreement provides that consummation of the Sponsor Handover is conditional on, among other things, (i) each of the underwriters of the
Issuer’s initial public offering (the “Underwriters”) waiving in writing (a) its right to receive the deferred
underwriting fee and any other amounts or rights it may have pursuant to the Underwriting Agreement, dated December 14, 2021, by and among
the Underwriters and the Issuer, and (b) all rights and fees they may have under the Business Combination Marketing Agreement, dated December
14, 2021, by and among the Underwriters and the Issuer, (ii) the New Sponsor joining as a party to the Letter Agreement, (iii) the Director
and Management Handover, and (iv) the New Sponsor, at its own cost and expense, having extended the term of the existing directors and
officers liability insurance policy until December 17, 2024.
In addition, pursuant to the
terms of the Purchase and Sponsor Handover Agreement, (i) each of the parties thereto agreed, among other things, that the provisions
of the Indemnity Agreements shall remain in full force and effect notwithstanding any resignation of the directors and officers of the
Issuer, and (ii) the Issuer and the New Sponsor agreed to release the directors and officers of the Issuer (as of the date of the Purchase
and Sponsor Handover Agreement) and the Sponsor from any and all claims relating to the Issuer that accrued or may have accrued prior
to consummation of the Sponsor Handover. The New Sponsor also agreed to (i) use its best efforts to, upon filing any definitive proxy
statement of the Issuer for an extraordinary meeting of shareholders with the SEC, (a) include a proposal to change the name of the Issuer
to a name selected by the New Sponsor, (b) obtain approval of the proposals set forth in such definitive proxy statement, and (c) following
receipt of such approval, change the name of the Issuer and change the “tickers” under which each of the Issuer’s securities
trades on the NYSE American LLC to different “tickers” to be selected by the New Sponsor, and (ii) procure that, in connection
with an initial business combination entered into by the Issuer, the Sponsor and the independent directors of the Issuer (as of the date
of the Purchase and Sponsor Handover Agreement) shall have the benefit of demand, piggyback and shelf registration rights with respect
to any securities of the Issuer (or any successor company following an initial business combination) that are owned by the Sponsor or
such independent directors on terms that are at least equal to those granted to the New Sponsor in connection with such initial business
combination..
There can be no assurance
that the conditions to the consummation of the Sponsor Handover will be satisfied or that the Sponsor Handover will be consummated.
The foregoing description
of the Purchase and Sponsor Handover Agreement is not complete and is qualified in its entirety by reference to the Purchase and Sponsor
Handover Agreement, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference into this Item 4.
Item 5.
Interest in Securities of the Issuer.
Items 5(a)-(b) and
5(c) of this Schedule 13D are hereby amended and restated in their entirety as follows:
| (a) – (b) | Calculations
of the percentage of Class A Ordinary Shares beneficially owned is based on 15,603,171 Class A Ordinary Shares outstanding as of September
30, 2023, as reported in the Issuer’s most recent Quarterly Report on Form 10-Q, filed with the SEC on November 20, 2023. |
The aggregate number and percentage of
the Class A Ordinary Shares beneficially owned by the Reporting Person and the number of shares as to which the Reporting Person has sole
power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover page to this Schedule 13D and
are incorporated herein by reference.
| (c) | | Except for the transactions described in this Amendment No.
2, the Reporting Persons have not engaged in any transaction in Class A Ordinary Shares during the past sixty days. |
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of this Schedule 13D is hereby supplemented by adding the following:
The information set forth in Item 4 (as amended
by this Amendment No. 1) and Item 5 (as amended by this Amendment No. 1) hereof is hereby incorporated by reference into this Item 6,
as applicable.
Item 7.
Materials to be Filed as Exhibits
Item
7 of this Schedule 13D is hereby supplemented by adding the following:
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2024
| |
By: |
/s/ Kash Sheikh |
| |
Name: |
Kash Sheikh |
5
Exhibit 10.1
Execution Version
PURCHASE AND SPONSOR HANDOVER AGREEMENT
This PURCHASE AND SPONSOR
HANDOVER AGREEMENT (this “Agreement”) is dated as of February 2, 2024, by and among Blufire Capital Limited, an Abu
Dhabi private company limited by shares, (the “New Sponsor”), EVe Mobility Acquisition Corp, a Cayman Islands exempted
company (the “SPAC”), EVe Mobility Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”).
Each of the New Sponsor, the SPAC and the Sponsor are referred to in this Agreement individually as a “Party” and collectively
as the “Parties.”
WHEREAS, the SPAC is a special
purpose acquisition company that closed on its initial public offering on December 17, 2021, with 18 months to complete an initial business
combination;
WHEREAS, the SPAC initially
received an extension of the time to complete an initial business combination from June 17, 2023 to December 17, 2023 (the “Initial
Extension”), and the ability to elect to further extend in one-month increments up to June 17, 2024 (each, an “Additional
Monthly Extension” and, together with the Initial Extension, the “Extensions”);
WHEREAS, as of the date of
this Agreement, the SPAC has not completed an initial business combination;
WHEREAS, on June 5, 2023 and
June 7, 2023, the SPAC and the Sponsor entered into Non-Redemption Agreements (the “Non-Redemption Agreements”) with
certain unaffiliated third party investors (the “Investors”), pursuant to which the Sponsor agreed to transfer to the
Investors (i) for the Initial Extension, an aggregate of 840,000 of its Class B ordinary shares, par value $0.0001 per share, of the SPAC
(the “Founder Shares”), and (ii) for each Additional Monthly Extension, an aggregate of 140,000 Founder Shares;
WHEREAS, pursuant to the Non-Redemption
Agreements, the Sponsor (A) will transfer (no later than two business days following the closing of an initial business combination) (i)
an aggregate of 840,000 Founder Shares to the Investors for the Initial Extension and (ii) an aggregate of 280,000 additional Founder
Shares to the Investors for each Additional Monthly Extension as of the date of this Agreement, and (B) may elect to transfer (no later
than two business days following the closing of an initial business combination) an additional aggregate of 560,000 Founder Shares, in
the amount of 140,000 each month, to secure each Additional Monthly Extension until June 17, 2024 (collectively, the “Extension
Shares”);
WHEREAS, pursuant to the Amended
and Restated Memorandum and Articles of Assoctiation of the SPAC, as amended (the “SPAC Organizational Documents”),
the Sponsor converted all of its Founder Shares on a one-for-one basis into Class A ordinary shares, par value $0.0001 per share, of the
SPAC (the “Class A Shares”);
WHEREAS, the board of directors
of the SPAC has appointed Jesvin Kaur Randhawa, an affiliate of New Sponsor (the “Officer Designee”), to be the Chief
Operating Officer of the SPAC, effective as of the date hereof and prior to the entry into this Agreement by the Parties;
WHEREAS, the Sponsor owns
8,333,333 Founder Shares, including the Extension Shares, and 982,857 units of the SPAC, consisting of redeemable warrants (the “Warrants”)
to acquire 491,428 Class A Shares and 982,857 Class A Shares;
WHEREAS, the New Sponsor proposes
to complete a sponsor handover transaction, whereby the New Sponsor shall become the sponsor of the SPAC;
WHEREAS, in accordance with
the terms and conditions of this Agreement, the New Sponsor will acquire the SPAC Securities (as defined below) from the Sponsor in exchange
for assuming the liabilities of the SPAC specified herein and, the Sponsor will transfer and assign 6,320,667 Founder Shares held by the
Sponsor (the “SPAC Securities”) to the New Sponsor; and
WHEREAS, following Closing
(as defined below), the Sponsor shall retain 2,012,666 Founder Shares, including the Extension Shares.
NOW, THEREFORE, in consideration
of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties,
covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereby agree as follows:
1. Purchase
and Sale.
(a) At
the closing (the “Closing”) of the transactions contemplated hereby, the New Sponsor agrees to assume all of the liabilities
of the SPAC and the Sponsor to the parties specified on Exhibit A, including the costs and expenses of the SPAC and the Sponsor
incurred in the ordinary course of business or in connection with this Agreement and the transactions and filings contemplated herein
through the date of the Closing (the “Assumed Liabilities”), and the Sponsor shall transfer and assign to the New Sponsor
all right, title and interest in and to the SPAC Securities. The Parties understand and agree that the amounts of the liabilities of the
SPAC and the Sponsor shown on Exhibit A are the amounts of such liabilities as of a recent practicable date prior to the date hereof
that have been invoiced to the SPAC or the Sponsor and do not represent the entire amount of the Assumed Liabilities. New Sponsor shall
pay all liabilities above the Assumed Liabilities in an aggregate amount not to exceed $50,000 (the “Overage Amount”).
To the extent actual liabilities exceed the Assumed Liabilities plus the Overage Amount, such amounts shall be paid by the Sponsor (the
“Sponsor Paid Liabilities”).
(b) New
Sponsor shall cause the approximately $425,000 of working capital notes owed by the SPAC to Sponsor, together with any Sponsor Paid Liabilities,
to be converted into Class A Shares at the closing of an initial business combination at the rate of one Class A Share for every $10.00
principal amount of working capital notes (the “Working Capital Shares”). Sponsor agrees to waive all interest due
on the working capital notes, and acknowledges that in the event there is no initial business combination, neither the SPAC nor the New
Sponsor shall have any liability to Sponsor under the working capital notes. The Working Capital Shares shall be subject to the same lock-up
as the Class A Shares held by the New Sponsor.
(c) Sponsor
appoints New Sponsor to give direction to Continental Stock Transfer & Trust Company (the “Transfer Agent”) to
transfer, on the Sponsor’s behalf, the Extension Shares to the Investors pursuant to the terms of the Non-Redemption Agreements.
Sponsor agrees to execute any agreements required by the Transfer Agent to give effect to this Section 1(c).
2. Agreements
of the New Sponsor.
(a) The
New Sponsor agrees to use its best efforts to, upon the filing with the Securities and Exchange Commission (“SEC”)
of any definitive proxy statement of the SPAC for an extraordinary general meeting of shareholders, (i) include a proposal to amend the
SPAC Organizational Documents to change the name of the SPAC to a name to be selected by the New Sponsor (the “SPAC Name Change”),
(ii) obtain the approval of the proposals set forth in the definitive proxy statement of the SPAC by the affirmative vote of the holders
of the requisite number of ordinary shares of the SPAC entitled to vote thereon, whether in person or by proxy at the shareholders meeting
(or any adjournment thereof), in accordance with the SPAC Organizational Documents and applicable law, and (iii) following receipt of
the approval described in clause (ii), complete the SPAC Name Change and change the “tickers” under which each of SPAC’s
securities trades on the NYSE American LLC (“NYSE American”) to different “tickers” to be selected by the
New Sponsor.
(b) The
New Sponsor hereby agrees that, with effect from the Closing, (x) the New Sponsor (i) assumes and shall be bound by the Relevant Restrictions
(as defined below) and (ii) agrees to join as a party to that certain letter agreement, dated as of December 14, 2021, entered into among
the Sponsor, the SPAC and the officers and directors of the SPAC (the “Letter Agreement”) and assumes the obligations
of the Sponsor thereunder (the “Joinder”), and (y) the New Sponsor shall cause each of the directors and officers of
the SPAC selected by the New Sponsor to enter into the Joinder.
(c) On
or prior to the date that the Closing occurs (the “Closing Date”), the New Sponsor shall, at its cost and expense (to
be paid on or prior to the Closing Date), extend the term of the existing directors and officers liability insurance policy to cover each
of the Indemnitees (as defined below) until December 17, 2024 (the “Extended Policy”). In addition, prior to the consummation
of any business combination transaction by the SPAC, the New Sponsor shall obtain and pay for commercially reasonable run-off or “tail”
directors and officers liability insurance policy coverage and each of the Indemnitees (as defined below) shall be beneficiaries of such
policy.
(d) The
New Sponsor shall, as of and after the Closing Date, (i) be responsible for all costs, fees and expenses of the New Sponsor, the SPAC
and the Sponsor, (ii) be responsible for making all regulatory filings related to the SPAC and (iii) represent itself as the sponsor entity
associated with the SPAC.
(e) Immediately
following the Closing, the New Sponsor shall cause the SPAC to file with the SEC a Current Report on Form 8-K (the “Relevant
Form 8-K”) disclosing the following in the manner required by rules promulgated by the SEC: (i) the completion of the transactions
contemplated by this Agreement, (ii) the resignation and appointment of new officers and directors of the SPAC who have resigned or been
appointed prior to such date, and (iii) such other material information required to be publicly disclosed pursuant to the rules and regulations
of the SEC and NYSE American, in a form reasonably acceptable to the Sponsor.
(f) Each
of the Parties agree that the provisions of each of the indemnity agreements dated December 14, 2021 and October 13, 2023, entered into
between the SPAC and each of the current and former directors and officers of the SPAC (each an “Indemnitee” and, each
such agreement, the “Indemnity Agreements”) shall remain in full force and effect notwithstanding any such resignation.
Each of the Parties agree that, notwithstanding any provision of the Indemnity Agreements, each Indemnity Agreement shall continue to
be binding and remain in full force and effect after any indemnitee thereunder has ceased to serve as a director or officer of the SPAC,
and New Sponsor shall cause the Indemnitee Agreements to remain in full force and effect, without any amendment or modification thereto,
until the closing of an initial business combination or liquidation of the SPAC.
(g) The
New Sponsor hereby agrees to indemnify and hold harmless the Sponsor upon terms that are the same as the Indemnity Agreements as if the
New Sponsor was “the Company” referred to in the Indemnity Agreements and as if the Sponsor was the “indemnitee”
under the Indemnity Agreements.
(h) If
any Indemnitee under an Indemnity Agreement, or the Sponsor under the provisions of Section 2(g) of this Agreement, gives notice to the
Company or the New Sponsor of a Proceeding (as defined below) then, at the request of such Indemnitee or the Sponsor, as applicable, the
SPAC and the New Sponsor shall (at the cost and expense of the Company or the New Sponsor) defend, prosecute, contest, resist, litigate
and appeal such Proceeding vigorously, diligently, expeditiously and in good faith to final conclusion or settlement of such Proceeding
and shall keep such Indemnitee or Sponsor fully informed of the status thereof; provided that the SPAC and the New Sponsor shall not enter
into any settlement of any Proceeding in which the SPAC or the New Sponsor is (or would be if joined in such Proceeding) jointly liable
with such Indemnitee or the Sponsor unless such settlement provides for a full and final release of all claims asserted against any such
Indemnitee or the Sponsor. As used above “Proceeding” means any threatened, pending or completed action, suit, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative or related
nature.
(i) The
New Sponsor shall procure that if, at any time, the Sponsor seeks to surrender for no consideration any fully paid shares in the SPAC
(or in any successor company following an initial business combination), the directors of the SPAC (or such successor) shall accept such
surrender (as contemplated by Article 8.4 of the SPAC Organizational Documents).
(j) The
New Sponsor shall procure, that in connection with an initial business combination entered into by the SPAC, the Sponsor shall have the
benefit of demand piggyback and shelf registration rights with respect to any securities of the SPAC or any successor company following
an initial business combination) that are owned by the Sponsor or any members of the Sponsor on terms that are at least as favorable as
those granted to the New Sponsor in connection with any such business combination.
3. Management
Transition.
(a) The
SPAC acknowledges and agrees that (i) the existing directors and officers (other than the Officer Designee) of the SPAC as of the date
of this Agreement shall resign from their respective positions as directors and officers of the SPAC and (ii) the candidates designated
by the New Sponsor (including the Officer Designee) and consented to by the SPAC (which consent shall not be unreasonably withheld) (collectively,
the “New Sponsor Designees”) shall by appointed as directors and officers of the SPAC in connection with the Closing.
(b) The
Parties acknowledge and agree that the replacement of the directors of the SPAC cannot take effect until ten days after the mailing of
an information statement to the SPAC shareholders in accordance with the requirements of Section 14(f) of the Securities Exchange Act
of 1934 (the “Exchange Act”) and Rule 14f-1 under the Exchange Act (the “Schedule 14F”). Each of
the Parties shall use its best efforts to prepare and coordinate the filing of the Schedule 14F with the SEC as promptly as reasonably
practicable following the date of this Agreement.
4. Consent
and Release. By their execution of this Agreement, the SPAC and the Sponsor hereby consent to the purchase and sale of the SPAC Securities
as contemplated herein and release the Sponsor from its obligations under the Assumed Liabilities and from its obligations to the SPAC
or the New Sponsor, if any, under the Letter Agreement (other than the restrictions on transfer of securities contained in Section 7 thereof),
the Indemnity Agreements, and any other relevant agreements in respect of the SPAC Securities (the “Relevant Agreements”).
5. Limitation
on Transfer. The New Sponsor acknowledges and agrees that the SPAC Securities are (i) “restricted securities” under U.S.
securities laws, (ii) subject to the limitations on transfer contained in the Letter Agreement and referred to in Section 11 of this Agreement,
and (iii) are in book entry form, registered on registers maintained by or on behalf of the SPAC and are not cleared in DTC or any other
clearing system.
6. Representations
and Warranties. Each Party hereby represents and warrants to each other Party, as of the date of this Agreement and as of the Closing
Date, that:
(a) such
Party has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder;
(b) the
execution, delivery and performance by each Party of this Agreement and the consummation of the purchase and sale of the SPAC Securities
as contemplated herein have been duly authorized by all necessary action on the part of such Party, and no further approval or authorization
is required on the part of such Party;
(c) this
Agreement will be valid and binding on each Party and enforceable against such Party in accordance with its terms, except as the same
may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting
the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered
in a proceeding at law or in equity; and
(d) except
for the consents provided in Section 4 and as contemplated by Section 9(a), no third party consents to the transfer of the SPAC Securities
as contemplated herein are required by virtue of the Sponsor’s ownership of the SPAC Securities.
7. Additional
Representations and Warranties of the Sponsor. Sponsor represents and warrants to the New Sponsor, as of the date of this
Agreement and as of the Closing Date, that:
(a) the
Sponsor is conveying to the New Sponsor good and marketable title to the SPAC Securities free and clear of all liens and encumbrances
arising from the Sponsor’s ownership of the SPAC Securities, except as provided in Section 6 above and in the Relevant Agreements;
and
(b) (i)
the amounts of the liabilities of the SPAC shown on Exhibit A are the amounts that have been invoiced to the SPAC as of a recent
practicable date prior to the date of this Agreement, (ii) to the knowledge of the Sponsor, there are no material liabilities of the SPAC
to the parties shown on Exhibit A other than the costs and expenses of the SPAC incurred in the ordinary course of business or
in connection with this Agreement and the transactions and filings contemplated herein and (iii) Sponsor has no agreement with any third
party to pay, or cause the SPAC to pay any fee contingent on consummation of a business combination.
8. Additional
Representations and Warranties of the New Sponsor. The New Sponsor represents and warrants to the Sponsor, as of the date of this
Agreement and as of the Closing Date, that:
(a) the
New Sponsor and its professional advisors have been furnished with all materials relating to the business, finances and operations of
the SPAC and the Sponsor and other information the New Sponsor deemed material to making an informed investment decision regarding its
purchase of the SPAC Securities, which have been requested by the New Sponsor and has been afforded: (i) the opportunity to ask such questions
as it has deemed necessary of, and to receive answers from, representatives of the SPAC and the Sponsor concerning the terms and conditions
of the offering of the SPAC Securities and the merits and risks of investing in the membership interest; (ii) access to information
about each of the SPAC and the Sponsor and its financial condition, results of operations, business, properties, management and prospects
sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that each of
the SPAC and the Sponsor possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. The New Sponsor has such knowledge, sophistication and experience in investing, business and
financial matters so as to be capable of evaluating the merits and risks of the prospective investment in such SPAC Securities and has
so evaluated the merits and risks of such investment. The New Sponsor has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to its acquisition of such SPAC Securities. Without limiting the foregoing,
the New Sponsor has carefully considered the potential risks relating to each of the SPAC and the Sponsor and a purchase of such membership
interest, and fully understands that the SPAC Securities are a speculative investment that involves a high degree of risk of loss of the
New Sponsor’s entire investment and the New Sponsor is able to bear the economic risk of an investment in the membership interest
and, at the present time, is able to afford a complete loss of such investment;
(b) other
than an agreement between New Sponsor and Chardan Capital Markets, LLC pursuant to which Chardan will receive 250,000 Class A Shares,
no person acting on behalf of the New Sponsor is entitled to or has any claim for any financial advisory, brokerage or finder’s
fee or commission in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby;
(c) the
New Sponsor is in compliance with the regulations administered by the U.S. Department of the Treasury (“Treasury”)
Office of Foreign Assets Control; (ii) the New Sponsor, its parents, subsidiaries, affiliated companies, officers, directors and
partners, its stockholders, owners, employees, and agents, are not on the List of Specially Designated Nationals and Blocked Persons maintained
by Treasury and have not been designated by Treasury as a financial institution of primary money laundering concern subject to special
measures under Section 311 of the USA PATRIOT Act, Pub. L. 107-56; and (iii) the funds to be used to acquire the SPAC Securities
are not derived from activities that contravene applicable anti-money laundering laws and regulations; (iv) the New Sponsor is in
compliance in all material respects with applicable anti-money laundering laws and regulations and has implemented anti money laundering
procedures that are designed to comply with applicable anti-money laundering laws and regulations, including, as applicable, the requirements
of the Bank Secrecy Act, as amended by the USA PATRIOT Act, Pub. L. 107 56;
(d) the
Officer Designee is an “affiliate” (as defined by Rule 405 of the Securities Act) of the New Sponsor;
(e) the
information in relation to the New Sponsor and the Designees (as defined in the Schedule 14F) included in the Schedule 14F shall be true
and accurate; and
(f) the
New Sponsor has received or will receive the written consent of the Designees identified in the Schedule 14F to the inclusion of their
names and biographical information therein.
9. Conditions
to Closing.
(a) Each
of the underwriters of the SPAC’s initial public offering shall have waived in writing (i) in full its right to receive the deferred
underwriting fee and any other amounts or rights it may have against any surviving entity in the initial business combination pursuant
to the underwriting agreement dated December 14, 2021 and (ii) all rights and fees they may have under that certain Business Combination
Marketing Agreement, dated as of December 14, 2021, entered into among the SPAC and each of the underwriters of the SPAC’s initial
public offering.
(b) At
the Closing, as certified in a manager’s certificate of the Sponsor addressed to the New Sponsor, the SPAC shall have paid all outstanding
invoices, expenses, liabilities, taxes, debt or other payment obligations of the SPAC incurred prior to the Closing, other than the Assumed
Liabilities, or such invoices, expenses, liabilities, taxes, debt or other payment obligations have otherwise been waived.
(c) Effective
as of the Closing, (i) each of the directors and officers (other than the Officer Designee) of the SPAC as of the date of this Agreement
shall have resigned and (ii) each of the applicable New Sponsor Designees shall have been appointed to the board of the SPAC, and such
appointments shall have become effective in compliance with the requirements of Section 14(f) of the Exchange Act and Rule 14f-1 under
the Exchange Act.
(d) The
SPAC shall have obtained, and the New Sponsor shall have paid for, the Extended Policy.
(e) The
Joinder shall have been executed by the New Sponsor and each of the New Sponsor Designees.
(f) Sponsor
shall turn over control of the website for the SPAC at www.evemobility.com to the control of New Sponsor.
(g) The
SPAC shall have terminated the commercial relationships specified on Exhibit B.
10. Release
of Sponsor. Each of the SPAC and the New Sponsor, for itself and each of its direct and indirect affiliates, parent corporations,
subsidiaries, subdivisions, successors, predecessors, members, shareholders and assigns (collectively the “Releasors”),
hereby (i) releases, acquits and forever discharges the directors and officers of the SPAC as of the date of this Agreement and the Sponsor
and each of their direct and indirect affiliates, parents, subsidiaries, subdivisions, successors, predecessors, members, shareholders,
and assigns, and their present and former officers, directors, legal representatives, employees, agents and attorneys, and their heirs,
executors, administrators, trustees, successors and assigns (the parties so released, herein each a “Releasee” and
collectively, the “Releasees”) of and from any and all causes of actions, claims, suits, liens, losses, damages, judgments,
demands, liabilities, rights, obligations, costs, expenses, and attorneys’ fees of every nature, kind and description whatsoever,
at law or in equity, whether individual, class or derivative in nature, whether based on federal, state or foreign law or right of action,
mature or unmatured, accrued or not accrued, known or unknown, fixed or contingent, which the Releasors ever had, now have or hereafter
can, shall or may have against any Releasees relating to the SPAC that accrued or may have accrued prior to the Closing Date (collectively,
the “Released Claims”) and (b) covenants not to institute, maintain or prosecute any action, claim, suit, complaint,
proceeding or cause of action or any kind to enforce any of the Released Claims; provided that nothing contained in this Section
10 shall release, waive, discharge, relinquish or otherwise affect the rights or obligations of any person with respect to claims involving
fraud, gross negligence and willful misconduct of a Releasee with regard to any representation or warranty or the breach of any covenant
of a Releasee under this Agreement. In any litigation arising from or related to an alleged breach of this Section 10, this Agreement
may be pleaded as a defense, counterclaim or crossclaim, and shall be admissible into evidence. Each the SPAC and the Releasor expressly
covenants and agrees that the release granted by it in this Section 10 shall be binding in all respects upon the Releasors and shall inure
to the benefit of the successors and assigns of the Releasees, and agrees that the Releasees shall have no further liabilities or obligations
to the Releasors, except as provided in this Agreement. Excluded from the foregoing releases are any claims relating to or arising from
the enforcement of this Agreement.
11. Acknowledgements.
Each Party acknowledges and agrees that the transfer has not been registered under the Securities Act of 1933, as amended (the “Securities
Act”) or under any state securities laws and the New Sponsor represents that it:
(a) is
acquiring the SPAC Securities pursuant to an exemption from registration under the Securities Act with no present intention to distribute
them to any person, including any distribution in violation of the Securities Act or any applicable U.S. state securities laws;
(b) will
not sell or otherwise dispose of any of the SPAC Securities, except in compliance with the registration requirements or exemption provisions
of the Securities Act and any applicable U.S. state securities laws and in accordance with any limitations set forth in any agreements
described in the Prospectus dated December 16, 2021 relating to the initial public offering of the SPAC (collectively, the “Relevant
Restrictions”);
(c) has
such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits
and risks of the SPAC Securities and of making an informed investment decision, and has conducted a review of the business and affairs
of the SPAC that it considers sufficient and reasonable for purposes of making the transfer; and
(d) is
an “accredited investor” (as defined by Rule 501 of the Securities Act).
12. Injunctive
Relief. It is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by any Party of any
covenants or obligations herein, and that any such breach by a Party will cause the other Parties great and irreparable injury and damage.
Accordingly, the breaching Party agrees that the other Parties shall be entitled, without waiving any additional rights or remedies otherwise
available to such other Parties at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or
intended or threatened breach by the breaching Party of any of said covenants or obligations.
13. Severability.
In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited
or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability in the jurisdiction where such provisions
have been held to be invalid, illegal, or unenforceable.
14. Titles
and Headings. The titles and section headings in this Agreement are included strictly for convenience purposes.
15. No
Waiver. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege hereunder.
16. Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of New York. Each of the Parties (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way
to, this Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such
jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and
venue or that such courts represent an inconvenient forum.
17. WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 17.
18. Entire
Agreement. This Agreement contains the entire agreement between the Parties and supersedes any previous understandings, commitments
or agreements, oral or written, with respect to the subject matter hereof. No modification of this Agreement or waiver of the terms and
conditions hereof shall be binding upon either Party, unless mutually approved in writing.
19. Counterparts.
This Agreement may be executed in counterparts (delivered by email or other means of electronic transmission), each of which shall be
deemed an original and which, when taken together, shall constitute one and the same document.
20. Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by email or other electronic means, with affirmative confirmation of receipt, (iii) one business day after
being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three business days after being mailed, if sent
by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses
(or at such other address for a Party as shall be specified by like notice).
| |
If to the New Sponsor: |
Blufire Capital Limited |
| |
|
2420Rescowork07, 24 |
| |
|
Al Sila Tower |
| |
|
Abu Dhabi Global Market |
| |
|
Al Maryah Island, Abu Dhabi, UAE |
| |
|
|
| |
|
Attn: Narinder Singh |
| |
|
Email: narinder@blufirecap.com |
| |
|
|
| |
With a copy to: |
Nelson Mullins Riley & Scarborough LLP |
| |
|
101 Constitution Avenue, Suite 900 |
| |
|
Washington, DC 20001 |
| |
|
Attn: Andrew M. Tucker |
| |
|
Email: andy.tucker@nelsonmullins.com |
| |
|
|
| |
If to the SPAC |
EVe Mobility Acquisition Corp. |
| |
|
4001 Kennett Pike, Suite 302 |
| |
|
Wilmington, Delaware |
| |
|
Attn: Maximilian A. Staedtler |
| |
|
Email: max@10xcapital.com |
| |
|
|
| |
If to the Sponsor |
EVe Mobility Sponsor LLC |
| |
|
4001 Kennett Pike, Suite 302 |
| |
|
Wilmington, Delaware |
| |
|
Attn: Kash Sheikh |
| |
|
Email: kash@mrbe.com |
| |
|
|
| |
With a copy to: |
Skadden, Arps, Slate, Meagher & Flom LLP |
| |
|
525 University Avenue, Suite 1400 |
| |
|
Palo Alto, California 94301 |
| |
|
Attn: Gregg A. Noel, Michael J. Nies |
| |
|
Email: Gregg.Noel@skadden.com,
Michael.Mies@skadden.com |
21.
Binding Effect; Assignment; Survival. This Agreement and all of the provisions hereof shall be binding upon and inure
to the benefit of the Parties and their respective successors and permitted assigns. This Agreement shall not be assigned by operation
of law or otherwise without the prior written consent of the other Parties, and any assignment without such consent shall be null and
void; provided that no such assignment shall relieve the assigning Party of its obligations hereunder. For the avoidance of doubt, the
terms of this Agreement shall survive the consummation of the Closing.
22. Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in or be deemed to have been executed for the benefit of, any person that is not a Party hereto
or thereto or a successor or permitted assign of such a Party, except that each of the parties to the Indemnity Agreements shall be entitled
to enforce the provisions of this Agreement against the SPAC and the New Sponsor.
23. Specific
Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may not have an adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached. Accordingly,
each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to seek to enforce specifically
the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,
this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.
[Remainder of page intentionally left blank.
Signature page follows.]
IN WITNESS WHEREOF, the Parties
have caused this Agreement to be duly executed and delivered, all as of the date first written above.
| |
NEW SPONSOR: |
| |
|
| |
Blufire Capital Limited |
| |
|
|
| |
By: |
/s/ Narinder Singh |
| |
|
Name: |
Narinder Singh |
| |
|
Title: |
Authorized Signatory |
| |
SPAC: |
| |
|
| |
EVe Mobility Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Maximilian A. Staedtler |
| |
|
Name: |
Maximilian A. Staedtler |
| |
|
Title: |
Chief Executive Officer |
| |
SPONSOR: |
| |
|
| |
EVe Mobility Sponsor LLC |
| |
|
|
| |
By: |
/s/ Kash Sheikh |
| |
|
Name: |
Kash Sheikh |
| |
|
Title: |
Manager |
[Signature Page to Purchase and Sponsor Handover
Agreement]
EXHIBIT A
Schedule of Assumed
Liabilities
[see attached]
EXHIBIT B
| Commercial Relationships to be Terminated |
| Function |
|
Vendor |
| Administrative Services |
|
EVe Mobility Sponsor LLC |
Eve Mobility Acquisition (NYSE:EVE)
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