Eve Holding Inc SEC Filings

Eve Holding, Inc. (the Company) entered a Master Services Agreement with Embraer S.A. to support an industrialization project and plant operations for Eve's eVTOL manufacturing site in Taubaté, São Paulo, Brazil. The agreement is dated September 2, 2025 and stated to be effective January 1, 2025. Embraer will provide support services to develop processes and procedures for production and for plant operation at the ETT Manufacturing Site. The filing notes an exhibit with portions omitted pursuant to Regulation S-K and does not disclose commercial or financial terms in the provided text.

Eve Holding, Inc. (EVEX) filed a Definitive Information Statement reporting a Registered Direct Offering of 47,422,680 newly issued common shares at $4.85 per share for an aggregate purchase price of approximately $230.0 million. The portion of the offering excluding the Embraer subscription has closed; the Embraer Issuance (4,123,711 shares to Embraer Aircraft Holding, Inc.) will not close until more than 20 business days after this Information Statement is mailed to stockholders and after satisfaction of registration and NYSE conditions.

The Information Statement discloses that Embraer, as Majority Stockholder holding approximately 81.9% of voting power, provided a written consent on August 13, 2025, approving the Embraer Issuance without a meeting, satisfying Delaware law and NYSE Listed Company Manual Section 312.03 requirements. Houlihan Lokey provided a fairness opinion related to the Embraer Subscription Agreement; the opinion is attached as Annex B. The document notes registration and resale-registration procedures and that no action is required by non-consenting stockholders.

Eve Holding, Inc. (EVEX) mailed a PRE 14C to notify stockholders that its majority holder, Embraer Aircraft Holding, Inc., provided written consent on August 13, 2025 to approve an issuance of shares to certain investors under a Registered Direct Offering. The company agreed to sell 47,422,680 newly issued shares (including Brazilian Depositary Receipts) at $4.85 per share for an aggregate purchase price of approximately $230.0 million; the portion to Embraer is 4,123,711 shares. The Registered Direct Offering (other than the Embraer portion) has closed. Because Embraer holds approximately 81.9% of voting power, its written consent satisfied stockholder approval requirements under Delaware law and NYSE rules; the Embraer issuance will not close until at least 20 business days after this Information Statement is mailed and certain registration/listing conditions are met.

Embraer Aircraft Holding, Inc. and Embraer S.A. filed Amendment No. 3 to their Schedule 13D for Eve Holding, Inc. (EVEX). The reporting persons state beneficial ownership of 246,399,589 shares, representing 81.9% of the outstanding common stock. EAH agreed to subscribe for 4,123,711 shares from the issuer at $4.85 per share, for an aggregate purchase price of $19,999,998.35, with funds expected from working capital. The purchase is subject to customary conditions and approval by a majority of issued and outstanding shares; EAH provided written consent as the majority stockholder. BNDES Participacoes S.A. (BNDESPAR) will concurrently purchase BDRs and, while holding at least 2% of common stock, will have director nomination, tag-along, and pro rata participation rights. Consummation is expected after 20 business days following mailing of a Schedule 14C information statement.

Embraer affiliates report amendment to a Schedule 13D for Eve Holding, Inc. Embraer Aircraft Holding, Inc. and EMBRAER S.A. state they beneficially own 246,399,589 shares of Eve common stock, representing 81.9% of the class. The filing discloses that EAH agreed to subscribe for 4,123,711 additional shares at $4.85 per share for an aggregate purchase price of $19,999,998.35, funded from working capital. The purchase is subject to customary conditions, including approval by a majority of issued and outstanding shares and a waiting period of 20 business days after mailing an information statement on Schedule 14C. The amendment also describes a letter agreement granting BNDES Participacoes S.A. - BNDESPAR certain rights while it holds at least 2% of common stock, including the right to designate one Class I director, tag-along rights on certain EAH sales, and pro rata participation rights in future cash equity issuances.

Eve Holding, Inc. is offering up to 75,000,000 Brazilian Depositary Receipts (BDRs) that may be issued against deposits of its NYSE-listed common stock (symbol EVEX). Each BDR represents one share of common stock and will be issued under a Deposit Agreement with Banco Bradesco S.A. as depositary. The company obtained CVM approval for a Level I BDR program and has been approved to list the BDRs on B3 under the symbol EVEB 31, though no public trading market for the BDRs is yet established. The prospectus supplement is dated August 15, 2025, and the last reported NYSE sale price noted here was $4.42 per share on August 14, 2025.

The offering involves issuance of BDRs against deposited shares and does not require payment of a purchase price for such BDRs. The document notes that the deposit agreement may be amended under Brazilian law without BDR holder consent, BDR holders may have limited practical voting rights, the company may delist the BDRs from B3, and the company is an emerging growth company under the U.S. Securities Act. The prospectus also discloses certain material holders and related-party links to Embraer and Embraer Aircraft Holding, Inc., and states that sales by the selling securityholder will not provide proceeds to the company.

Event: Eve Holding, Inc. (Delaware) furnished a Current Report on Form 8-K dated August 06, 2025, announcing the Company issued a press release with its second-quarter 2025 results.

Filing details: The report states the press release is attached as Exhibit 99.1 and the cover page Inline XBRL tags are included as Exhibit 104. The filing explicitly states it is being furnished and not deemed filed under Section 18 of the Exchange Act.

Corporate data: Trading symbols listed are EVEX (Common Stock) and EVEXW (Warrants) on the New York Stock Exchange. The registrant signed the 8-K on August 06, 2025, by Johann Bordais, Chief Executive Officer. No financial metrics, guidance, or detailed earnings figures are included in this document.

Eve Holding (NYSE: EVEX) has received a Notice of Effectiveness from the SEC for its Form S-3 registration statement, effective as of June 25, 2025, at 4:00 P.M. The Form S-3 filing (File Number: 333-287863) represents a shelf registration statement.

A Form S-3 effectiveness notice is significant as it:

• Allows the company to offer and sell securities to the public
• Provides flexibility to raise capital through various types of securities offerings
• Enables faster access to capital markets through a streamlined registration process
• Generally indicates the company meets certain eligibility requirements including being current with SEC filings

This development suggests Eve Holding is positioning itself for potential future capital raising activities, though the effectiveness notice itself does not constitute an immediate offering of securities.