Item 8.01 Other Events.
As previously announced, on
June 5, 2023 and June 7, 2023, in connection with the Extraordinary General Meeting, certain unaffiliated third party investors of EVe
(the “EVe Investors”) entered into non-redemption agreements (the “Non-Redemption Agreements”) with EVe and EVe
Mobility Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”).
Pursuant to the Non-Redemption
Agreements, the EVe Investors agreed not to redeem, or reverse and revoke any prior redemption election with respect to certain of their
Class A Ordinary Shares (the “Non-Redeemed Shares”). The Non-Redemption Agreements with the EVe Investors are with respect
to an aggregate of 4,000,000 Class A Ordinary Shares. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to
the EVe Investors (i) for the Initial Extension, a number of its Class B Ordinary Shares equal to 21% of the number of Non-Redeemed Shares,
or 840,000 Class B Ordinary Shares, and (ii) for each Additional Monthly Extension, a number of its Class B Ordinary Shares equal to 3.5%
of the number of Non-Redeemed Shares, or 140,000 Class B Ordinary Shares for each Additional Monthly Extension, or up to an aggregate
of 1,680,000 Class B Ordinary Shares if the Initial Extension and all Additional Monthly Extensions are implemented.
The foregoing description
of the Non-Redemption Agreements is subject to and qualified in its entirety by reference to the full text of the Form of Non-Redemption
Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated by reference.
Additionally, pursuant to
the terms of the Charter, as amended by the Optional Conversion Amendment, the Sponsor intends to convert all of its Class B Ordinary
Shares on a one-for-one basis into Class A Ordinary Shares (such shares, the “Converted Shares”). The Sponsor will not have
any redemption rights in connection with the Converted Shares, and the Converted Shares will be subject to the restrictions on transfer
included in the letter agreement entered into by the Sponsor in connection with the IPO. Following such conversion, and as a result of
the redemptions described above, there will be an aggregate of 15,603,171 Class A Ordinary Shares issued and outstanding and no Class
B Ordinary Shares issued and outstanding.
Important Information and Where to Find It
The Company has filed the
Proxy Statement with the U.S. Securities and Exchange Commissions (the “SEC”). The Company has mailed the Proxy Statement
to its shareholders of record as of May 8, 2023 in connection with the Extension Proposal. Investors and shareholders are advised to read
the Proxy Statement and any amendments thereto, because these documents will contain important information about the Extension Proposal
and The Company. Shareholders will also be able to obtain copies of the Proxy Statement, without charge, at the SEC’s website at
www.sec.gov or by directing a request to: EVe Mobility Acquisition Corp, 4001 Kennett Pike, Suite 302, Wilmington DE 19807.
Participants in the Solicitation
The Company and its directors
and executive officers may be considered participants in the solicitation of proxies of the Company’s shareholders in connection
with the Extension Proposal. Investors and shareholders may obtain more detailed information regarding the names and interests of the
Company’s directors and officers in the Company and the Extension Proposal in the Company’s Annual Report on Form 10-K filed
with the SEC on April 14, 2023, Quarterly Report on Form 10-Q filed with the SEC on May 17, 2023 and in the other reports the
Company has filed with the SEC, including the Proxy Statement. These documents can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This Current Report on Form 8-K shall
not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target”, “may”, “intend”, “predict”, “should”,
“would”, “predict”, “potential”, “seem”, “future”, “outlook” or
other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that
are not statements of historical matters. These forward-looking statements are not guarantees of future performance, conditions or results,
and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the
Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or outcomes include: the Company’s ability to enter
into a definitive agreement with respect to a proposed business combination within the time provided in the Company’s amended and
restated memorandum and articles of association; the ability of the Company to obtain the financing necessary to consummate a potential
business combination; the failure to realize the anticipated benefits of a proposed business combination, including as a result of a delay
in consummating a proposed business combination; the risk that approval of the Company’s shareholders for the Extension Proposal
is not obtained; the level of redemptions made by the Company’s shareholders in connection with the Extension Proposal and a proposed
business combination and its impact on the amount of funds available in the Trust Account to complete an initial business combination;
the ability of the Company and the Sponsor, to enter into non-redemption agreements; and those factors discussed in the Company’s
Annual Report on Form 10-K filed with the SEC on April 14, 2023, Quarterly Report on Form 10-Q filed with the SEC
on May 17, 2023 and in the other reports the Company has filed with the SEC, including the Proxy Statement. The Company does not undertake
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.