SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 21, 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
|
| 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
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons
With |
|
7. |
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Sole Voting Power
0 |
| |
8. |
|
Shared Voting Power
2,995,523 (1)(2)
|
| |
9. |
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Sole Dispositive Power
0 |
| |
10. |
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Shared Dispositive Power
2,995,523 (1)(2)
|
| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,995,523 (1)(2) |
| 12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
☐
|
| 13. |
|
Percent of Class Represented by Amount in Row (11)
19.2% (3) |
| 14. |
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Type of Reporting Person:
IN
|
| (1) | Includes (i) 2,012,666 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 certain Class B ordinary shares, par value $0.0001 per share, 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. Kash Sheikh is the 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. |
| | |
| (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. 2 (“Amendment
No. 2”) 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 by Kash Sheikh (the “Reporting Person”) on October
10, 2023, as amended by Amendment No. 1 thereto (“Amendment No. 1”) filed on February 6, 2024 (collectively, as amended,
the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 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 (which shall be deemed to replace the sub-section that was inserted pursuant to Amendment No. 1):
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 Class A Ordinary 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 were 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) resigned (the “Director and Management Handover”), effective upon consummation
of the Sponsor Handover. Following the signing of the Purchase and Sponsor Handover Agreement, the parties prepared and filed 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 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 Issuer, the Sponsor
and the officers and directors of the Issuer (the “Letter Agreement”).
Pursuant to the Purchase and Sponsor Handover Agreement, consummation
of the Sponsor Handover was 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.
On February 21, 2024, all
of the conditions to the consummation of the Sponsor Handover were satisfied or waived and the Sponsor Handover was consummated. Therefore,
as of the date hereof, the Sponsor holds 2,995,523 Class A Ordinary Shares.
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 (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 since the filing of Amendment No. 1. |
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Item 4 (as amended
by this Amendment No. 2) and Item 5 (as amended by this Amendment No. 2) hereof is hereby incorporated by reference into this Item 6,
as applicable.
Item 7.
Materials to be Filed as Exhibits
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 23, 2024
| |
By: |
/s/ Kash Sheikh |
| |
Name: |
Kash Sheikh |
5
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