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): November 18, 2025
EVE HOLDING, INC.
(Exact name of registrant as specified in its charter)
| | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1400 General Aviation Drive Melbourne, FL | |
(Address of principal executive offices) | (Zip Code) |
(321) 751-5050
(Registrant’s telephone number, including area code)
N/A
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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 | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | | | | The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Common Stock | | | | 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 1.01 Entry into a Material Definitive Agreement.
On November 18, 2025, EVE Soluções de Mobilidade Aérea Urbana Ltda. (“Eve Brazil”), a Brazilian limited liability company and a wholly owned subsidiary of Eve Holding, Inc., a Delaware corporation (the “Company”), entered into a financing agreement dated as of November 14, 2025 (the “Financing Agreement”) with Banco Nacional de Desenvolvimento Econômico e Social – BNDES, Brazil’s National Development Bank (“BNDES”), pursuant to which BNDES has agreed to grant two lines of credit to Eve Brazil. The credit is intended to support the electric motor development phase of electric vertical takeoff and landing aircrafts (“eVTOLs”). The Financing Agreement provides that the availability of such lines of credit is subject to BNDES’s rules and regulations and the compliance of certain conditions, including the delivery by Eve Brazil of guarantee letters issued by financial institutions approved by BNDES.
The first line of credit (“Sub-credit A”), in the amount of R$160 million (approximately U.S.$30.3 million) is to be provided from the resources of the National Fund on Climate Change, within the scope of the Climate Fund Program. The second line of credit (“Sub-credit B”), in the amount of R$40 million (approximately U.S.$7.6 million), is to be provided with funds raised by the BNDES System in foreign currency.
The principal amount of the debt arising from the Sub-credit A will bear an interest rate of 7.88% per annum (as compensation). The principal amount of the debt owed under Sub-credit B will bear interest at the rate of 1.10% per annum plus the fixed rate published by the BNDES System.
The debit balance from Sub-credit B, including the principal, compensatory and late payment interest, expenses, commissions and other agreed charges, will be updated daily according to the U.S. dollar exchange rate fluctuation index (PTAX), sale quotation, published by the Central Bank of Brazil on the previous business day.
Such credit lines shall be used by Eve Brazil within 18 months from the date of signing of the Financing Agreement. The principal of debt arising from each Sub-credit of this Financing Agreement shall be paid to BNDES in 26 semiannual and successive installments starting in May 2028 and ending in November 2040.
The Financing Agreement can be early terminated, and payment of any outstanding amount can be accelerated, by BNDES in certain events provided for in the Financing Agreement.
The foregoing summary of the Financing Agreement does not purport to be complete and is qualified in its entirety by reference to an English translation of the Financing Agreement, which translation is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1* Financing Agreement, dated as of November 14, 2025, by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda. and Banco Nacional de Desenvolvimento Econômico e Social – BNDES.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
EVE HOLDING, INC.
Date: November 20, 2025 By: /s/ Eduardo Siffert Couto
Name: Eduardo Siffert Couto
Title: Chief Financial Officer
