As filed with the U.S. Securities and Exchange
Commission on October 30, 2026.
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY
RECEIPTS
___________________
EMBRAER S.A.
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
The Federative Republic of Brazil
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
270 Park Avenue, Floor 8
New York, New York 10017
Telephone: +1-800- 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
National Registered Agents, Inc.
875 Avenue of the Americas, Suite 501
New York, New York 10001
Telephone: 1-800-767-1553
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
JPMorgan Chase Bank, N.A.
270 Park Avenue, Floor 8
New York, New York 10017
Telephone: +1-800-990-1135
|
Scott R. Saks, Esq.
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
Telephone: +1-212-318-3151 |
It is proposed that this filing become effective
under Rule 466
¨ immediately
upon filing
¨ on
(Date) at (Time)
If
a separate registration statement has been filed to register the deposited shares, check the following box. ¨
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of
Securities to be Registered |
Amount
to be Registered |
Proposed Maximum Aggregate Price Per Unit (1) |
Proposed Maximum
Aggregate Offering Price (2) |
Amount of
Registration Fee |
| American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) common share, without par value, of Embraer S.A. |
500,000,000
American Depositary Shares |
$0.05 |
$25,000,000 |
$2,175.00 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary
Receipts evidencing American Depositary Shares. |
Pursuant to Rule 429, the Prospectus contained
herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-133162. This Registration
Statement also constitutes Post-Effective Amendment No. 4 to Registration Statement No. 333-133162.
The Registrant hereby amends this Registration
Statement on Form F-6 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement on Form F-6 shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration Statement on Form F-6 shall become effective on such date as the
U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists
of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A
to the form of Amendment No. 1 to the Third Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this Registration Statement
on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption
|
|
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
|
|
1. |
Name of the depositary and the
address of its principal executive office |
|
Introductory paragraph and bottom of face of American Depositary Receipt |
| |
|
|
|
|
2. |
Title of the American Depositary
Receipts and identity of the deposited securities |
|
Face of American Depositary Receipt, top center |
| |
|
|
|
|
|
Terms of Deposit: |
|
|
| |
|
|
|
| |
(a) |
Amount of deposited securities
represented by one unit of American Depositary Receipts |
|
Face of American Depositary Receipt, upper right corner |
| |
|
|
|
|
| |
(b) |
Procedure for voting the
deposited securities |
|
Paragraphs (6), (12) and (13) |
| |
|
|
|
|
| |
(c) |
Procedure for collecting and distributing
dividends |
|
Paragraphs (4), (5), (7), (10), (11), (12) and (14) |
| |
|
|
|
|
| |
(d) |
Procedures for transmitting notices, reports
and proxy soliciting material |
|
Paragraphs (3), (8), (12) and (13) |
| |
|
|
|
|
| |
(e) |
Sale or exercise of rights |
|
Paragraphs (4), (5), (7), (10) and (11) |
| |
|
|
|
|
| |
(f) |
Deposit or sale of securities resulting from
dividends, splits or plans of reorganization |
|
Paragraphs (3), (4), (5), (7), (10), (11), (12) and (14) |
| |
|
|
|
|
| |
(g) |
Amendment, extension or termination of the
deposit arrangements |
|
Paragraphs (16), (17) and (18) |
| |
|
|
|
|
| |
(h) |
Rights that holders of American Depositary
Receipts have to inspect the books of the depositary and the list of receipt holders |
|
Paragraph (3) |
| |
|
|
|
|
| |
(i) |
Restrictions on the right to transfer
or withdraw the underlying securities |
|
Paragraphs (1), (2), (4), (5) and (6) |
| |
|
|
|
|
| |
(j) |
Limitation on the depositary’s liability |
|
Paragraphs (15), (18) and (20) |
| |
|
|
|
|
|
3. |
Fees
and charges that a holder of American Depositary Receipts may have to pay, either directly or indirectly
|
|
Paragraph (7) and (11) |
| |
|
|
|
|
4. |
Fees and other direct and indirect
payments made by the depositary to the foreign issuer of the deposited securities |
|
Paragraph (7) and (11) |
| |
|
|
|
|
Item 2. AVAILABLE INFORMATION
|
|
Paragraph (8) |
| Embraer S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Deposit Agreement. Third Amended and Restated Deposit Agreement, dated as
of November 18, 2019 (as from time to time amended, the "Deposit Agreement"), among Embraer S.A. (the “Company”),
JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders from time to time of American Depositary Receipts
(“ADRs”) issued thereunder. Filed herewith as Exhibit (a)(1). |
| (a)(2) | Form of Amendment No. 1 to the Deposit Agreement. Form of Amendment No. 1
to the Deposit Agreement, among the Company, the Depositary, and all Holders from time to time of ADRs issued thereunder, including the
Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance
of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the
legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth
on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received
from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities,
and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”)
on behalf of the legal entity created by the Third Amended and Restated Deposit Agreement (the “Deposit Agreement”) among
Embraer S.A., the Depositary and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder,
certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused
this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York, on October 30, 2026.
| |
Legal entity created by the Deposit Agreement for the |
| |
issuance of ADRs evidencing American Depositary |
| |
Shares |
| |
|
|
|
| |
By: |
JPMORGAN CHASE BANK, N.A., solely in its
capacity as Depositary |
| |
|
|
|
| |
|
By: |
/s/ Timothy E. Green |
| |
|
|
Name: Timothy E. Green |
| |
|
|
Title: Vice President |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, Embraer S.A. certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of São José dos Campos, State of São Paulo, Brazil, on October 30, 2026.
| |
EMBRAER S.A. |
| |
|
|
| |
By: |
/s/ Francisco Gomes Neto |
| |
|
Name: Francisco Gomes Neto |
| |
|
Title: President and Chief Executive Officer and Director |
| |
|
|
| |
By: |
/s/ Felipe Santana Santiago de Lima |
| |
|
Name: Felipe Santana Santiago de Lima |
| |
|
Title: Executive Vice President, Finance and Investor Relations |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Francisco Gomes Neto and Felipe Santana Santiago de
Lima, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities
indicated on October 30, 2026.
SIGNATURES
| Signature |
|
Title |
| |
|
|
| /s/ Francisco Gomes Neto |
|
President and Chief Executive Officer and Director |
| Francisco Gomes Neto |
|
(principal executive officer) |
| |
|
|
| /s/ Felipe Santana Santiago de Lima |
|
Executive Vice President, Finance and Investor Relations |
| Felipe Santana Santiago de Lima |
|
(principal financial and accounting officer) |
| |
|
|
| /s/ Raul Calfat |
|
Chairman of the Board of Directors |
| Raul Calfat |
|
|
| |
|
|
| /s/ Claudia Sender Ramirez |
|
Vice Chairman of the Board of Directors |
| Claudia Sender Ramirez |
|
|
| |
|
|
| /s/ Dan Ioschpe |
|
Director |
| Dan Ioschpe |
|
|
| |
|
|
| /s/ Edmilson Saes |
|
Director |
| Edmilson Saes |
|
|
| |
|
|
|
|
Director |
| Kevin Gregory McAllister |
|
|
| |
|
|
| /s/ Maria Antonieta Rosina Tedesco de Oliveira |
|
Director |
| Maria Antonieta Rosina Tedesco de Oliveira |
|
|
| |
|
|
| |
|
Director |
| Márcio Fernando Elias Rosa |
|
|
| |
|
|
| /s/ Mauro Kern Júnior |
|
Director |
| Mauro Kern Júnior |
|
|
| |
|
|
| |
|
Director |
| Nelson Pedreiro |
|
|
| |
|
|
| |
|
Director |
| Todd Messer Freeman |
|
|
| |
|
|
| /s/ Walcyr Josué de Castilho Araújo |
|
Director |
| Walcyr Josué de Castilho Araújo |
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the requirements
of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in
the United States of Embraer S.A., has signed this Registration Statement on Form F-6 in New York, New York, United States, on October
30, 2026.
| |
Authorized U.S. Representative |
| |
|
|
|
| |
By: |
Embraer Executive Aircraft, Inc. |
| |
|
|
|
| |
|
By: |
/s/ Gary Kretz / /s/ Michael Klevens |
| |
|
|
Name: Gary Kretz / Michael Klevens |
| |
|
|
Title: CFO / Corporate Secretary |
INDEX TO EXHIBITS
| Exhibit
Number |
|
| (a)(1) |
Third
Amended and Restated Deposit Agreement, dated as of November 18, 2019 (as from time to time amended, the “Deposit
Agreement”), among Embraer S.A. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the
"Depositary"), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued
thereunder. |
| (a)(2) |
Form
of Amendment No. 1 to the Deposit Agreement, among the Company, the Depositary, and all Holders from time to time of ADRs issued
thereunder, including the Form of ADR attached as Exhibit A thereto. |
| (d) |
Opinion
of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. |
