Debt

6 Months Ended

Jun. 30, 2024

Debt

Debt

In January 2023, the Company entered into a loan agreement (the “BNDES Loan Agreement”) with Banco Nacional de Desenvolvimento Economico e Social (“BNDES”), pursuant to which BNDES extended two loans with an aggregate borrowing availability of R$490 million (approximately $88.1 million), to support the first phase of the development of the Company’s eVTOL project. All USD approximations use foreign currency exchange rate data as of June 30, 2024.

The first loan (“Sub-credit A”), in the amount of R$80 million (approximately $14.4 million), was denominated in Brazilian reais by Fundo Nacional Sobre Mudança Climática (“FNMC”), a BNDES fund that supports businesses focused on mitigating climate change and reducing carbon emissions. Sub-credit A has maturity dates on a monthly basis from March 2026 through February 2035. The second loan (“Sub-credit B”), in the amount of R$410 million (approximately $73.8 million), was denominated in US Dollars, as adjusted on a daily basis by the US Dollar sale rate published by the Central Bank of Brazil as the “PTAX” rate. Sub-credit B has maturity dates on a quarterly basis from May 2027 through February 2035. In September 2023, BNDES withheld a one-time fee of approximately $0.4 million from the initial draw.

The Company’s long-term debt outstanding included:

				June 30,			December 31,
Title	Type	Interest Rate		2024			2023
Sub-credit A	Term Loan	4.55%	$	14,391		$	13,132
Sub-credit B	Term Loan	(a)		39,119			12,937
Long-term debt principal			$	53,510		$	26,069
Unamortized debt issuance costs (b)				(907	)		(305	)
Long-term debt			$	52,603		$	25,764

(a)	A fixed rate is determined for each draw on the loan, calculated as 1.10% per year plus a fixed rate to be published by BNDES every 15 days in accordance with the BNDES Loan Agreement.
(b)	Excludes $212 thousand and $348 thousand in deferred charges as of June 30, 2024 and December 31, 2023, respectively, related to debt issuance costs that will be recognized pro-ratably when additional funds are drawn.

The long-term debt principal as of June 30, 2024 matures as follows:

		Total
2024	$	-
2025		-
2026		1,333
2027		5,266
2028		6,489
Thereafter		40,422
Total	$	53,510

As of June 30, 2024, Sub-credit A was fully drawn and approximately $38.0 million was available to be drawn on Sub-credit B. The BNDES loans shall be drawn by Eve Brazil by January 23, 2026. Otherwise, BNDES may terminate the BNDES Loan Agreement and any loans shall be paid no later than February 15, 2035. The BNDES Loan Agreement provides that the availability of such loans are subject to BNDES rules and regulations and, in the case of Sub-credit A, FNMC’s budget. In the case of Sub-credit B, the loan is subject to rules and regulations of BNDES’ financing program, which is subject to funding by the Conselho Monetário Nacional, Brazil’s National Monetary Council. Additionally, the BNDES Loan Agreement provides that the borrowing of any amount under these loans are subject to certain conditions, including, among others, the promulgation of a new law (which condition only applies to Sub-credit A), the receipt by BNDES of a guarantee from an acceptable financial institution, absence of any facts that would have a material adverse effect on the economic or financial condition of the Company, and approval of the project by the applicable environmental entities.