Additional Proxy Soliciting Materials (definitive) (defa14a)
09 Giugno 2023 - 2:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 9, 2023
EVe Mobility Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-41167 |
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98-1595236 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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4001 Kennett Pike, Suite 302
Wilmington, DE |
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19807 |
(Address of principal executive offices) |
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(Zip Code) |
(302) 273-0014
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☒ |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
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EVE.U |
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The New York Stock Exchange |
Class A ordinary shares, par value $0.0001 par value |
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EVE |
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The New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one class A ordinary share at an exercise price of $11.50 |
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EVE WS |
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The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 8, 2023, EVe Mobility
Acquisition Corp (the “Company” or “EVe”), issued a press release announcing that it will transfer its listing
from The New York Stock Exchange to the NYSE American LLC (“NYSE American”), where it has been approved to list. Following
the transfer of listing, EVe will continue to file the same types of periodic reports and other information it currently files with the
Securities and Exchange Commission (the “SEC”). EVe anticipates the transfer to the NYSE American to occur on or about June
12, 2023.
EVe will file a Form 8-A
with respect to the registration of EVe’s securities on the NYSE American.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto
and incorporated into this Item 7.01 by reference is the press release that EVe issued on June 8, 2023.
The foregoing (including
Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will
it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act.
Important Information and Where to Find
It
The Company has filed the Extension
Proxy with the SEC. The Company has mailed the Extension Proxy to its shareholders of record as of May 8, 2023 in connection with the
Extension Proposal. Investors and shareholders are advised to read the Extension Proxy 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
Extension Proxy, 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 Amendment 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 Extension Proxy. 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 Amendment is not obtained; the level of redemptions made by the Company’s shareholders
in connection with the Extension Amendment 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 Extension Proxy. 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.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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EVe Mobility Acquisition Corp |
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By: |
/s/ Kash Sheikh |
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Name:
Title: |
Kash Sheikh
Chief Financial Officer |
Dated: June 9, 2023
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