Eve Holding Inc SEC Filings

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.

Eve Holding, Inc. (NYSE: EVEX) has filed a high-capacity Rule 424(b)(5) shelf prospectus that enables the company to raise up to $300 million through (i) issuances of common stock (directly or in the form of Brazilian Depositary Receipts – BDRs) and (ii) senior or subordinated, convertible or non-convertible debt securities. In parallel, the document registers (a) up to 75 million BDRs that can be created when existing shareholders deposit common shares with the BDR depositary, (b) 1.5 million common shares reserved for exercise of a $0.01 strike warrant issued on 28 June 2024 to Embraer Aircraft Holding, Inc. (EAH), and (c) the potential resale by EAH—the company’s controlling shareholder—of 9 million shares (7.5 million recently purchased for $4.00 per share and the 1.5 million warrant shares). Because EAH controls Eve, any resale would be treated as an indirect primary offering and EAH will be deemed an “underwriter.”

The company’s common stock trades on the NYSE under “EVEX”, and regulatory approvals have been obtained for a Level I BDR program; the BDRs will trade on B3 in São Paulo under the ticker “EVEB.”

Business overview: Eve is developing a full Urban Air Mobility (UAM) ecosystem, including an electric vertical take-off and landing aircraft (eVTOL), a maintenance program (“TechCare”) and an urban air-traffic management platform (“Vector”). Key development milestones already achieved include sub-scale flights, wind-tunnel testing and full-scale ground tests. Entry-into-service is currently targeted for 2027. Management cites an initial, non-binding order pipeline of approximately 2,800 eVTOLs valued at $14 billion across 28 launch customers.

Transaction mechanics & use of proceeds:

• The company may issue securities in one or more tranches; specific terms will be set forth in future prospectus supplements.
• EAH’s resale shares will not generate proceeds for Eve; EAH will bear related selling commissions, while Eve covers registration expenses.
• No detailed allocation of proceeds is provided at this stage; investors are directed to forthcoming supplements for pricing, maturity, coupon and other terms.

Regulatory & risk disclosures: Eve qualifies as an “emerging growth company,” allowing scaled disclosure. The filing emphasizes that investing in the securities “involves a high degree of risk,” with full risk factors referenced on page 2 of the prospectus.

Key takeaways for investors:

• The shelf greatly enhances corporate funding flexibility just as the capital-intensive certification and manufacturing phases accelerate.
• Potential dilution exists from both primary issuances and the resale of 9 million shares by the controlling shareholder.
• Dual-listing via BDRs could expand the investor base in Brazil and leverage parent-company Embraer’s local recognition.