Eve Holding Amends Embraer S.A. Filing

Ticker: EMBJ · Form: SC 13D/A · Filed: Jul 2, 2024 · CIK: 1355444

Sentiment: neutral

Topics: ownership-change, sec-filing, amendment

Related Tickers: ERJ

TL;DR

Eve Holding updated its Embraer filing, watch for ownership changes.

AI Summary

Eve Holding, Inc. filed an amendment (No. 1) to its Schedule 13D on July 2, 2024, regarding its beneficial ownership of Embraer S.A. The filing indicates a change in reporting on Item 4, related to the acquisition of Embraer S.A. by Eve Holding, Inc. The specific details of the transaction and any new ownership percentages are not fully disclosed in this excerpt.

Why It Matters

This amendment signals a potential shift in the control or ownership structure of Embraer S.A., a major aerospace manufacturer, which could impact its strategic direction and market position.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate significant corporate actions or shifts in control, requiring careful monitoring.

Key Players & Entities

FAQ

What specific changes were made in Amendment No. 1 to the Schedule 13D filing?

The filing indicates a change in reporting on Item 4, related to the acquisition of Embraer S.A. by Eve Holding, Inc.

Who is the subject company of this filing?

The subject company is Embraer S.A.

Who is the entity filing the Schedule 13D/A?

Eve Holding, Inc. is the entity filing the Schedule 13D/A.

What is the CUSIP number for Embraer S.A. common stock mentioned in the filing?

The CUSIP number for Embraer S.A. common stock is 29970N 104.

What is the filing date of this Schedule 13D/A amendment?

The filing date of this Schedule 13D/A amendment is July 2, 2024.

Filing Stats: 1,703 words · 7 min read · ~6 pages · Grade level 12.2 · Accepted 2024-07-02 08:17:30

Key Financial Figures

Filing Documents

is hereby amended and supplemented as follows

Item 3 is hereby amended and supplemented as follows: As discussed in item 4 below, EAH has agreed to purchase 7,500,000 shares of Common Stock from the Issuer at a purchase price of $4.00 per share, for an aggregate purchase price of $30,000,000. EAH expects to obtain the funds for the purchase of these shares from working capital. Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: Subscription Agreement On June 28, 2024, EAH entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which, among other things, EAH agreed to subscribe for and purchase from the Issuer 7,500,000 shares of Common Stock for a purchase price per share of Common Stock equal to the arithmetic average of the daily volume-weighted average price per share of the shares of Common Stock on the New York Stock Exchange ("NYSE") over a period of twenty (20) consecutive trading days ending on the last full trading day prior to June 28, 2024, less a discount of 10% from such arithmetic average, which represents a purchase price per share of Common Stock of $4.00 and an aggregate purchase price of $30,000,000, on the terms and subject to the conditions set forth in the Subscription Agreement. The consummation of the purchase of the shares from the Issuer is subject to certain customary conditions, including the receipt of approval or consent of a majority of the issued and outstanding shares of Common Stock. EAH , in its capacity as a majority stockholder of the Issuer, provided such written consent on June 28, 2024. Consummation of the purchase by EAH is expected to occur following the passage of 20 days following the mailing by the Issuer of an information statement on Schedule 14C with respect to the issuance of securities to EAH. Warrant Agreement On June 28, 2024, EAH entered into a warrant agreement (the "Warrant Agreement") with the Issuer, pursuant to which, among other things, the Issuer has agreed to issue to EAH, concurrent with the closing under the Subscription Agreement, warrants to acquire up to 1,500,000 shares of Common Stock at a price of $0.01 per share. Each warrant may be exercised only during the period commencing on the tenth (10 th ) Business Day after the date on which such first type certification is obtained, and terminating on the earlier to occur of: (

is hereby amended and supplemented as follows

Item 5 is hereby amended and supplemented as follows: (d) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 269,525,708 shares of Common Stock outstanding: Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition Embraer Aircraft Holding, Inc. 238,899,599 88.5 % 0 238,899,599 0 238,899,599 Embraer S.A. 238,899,599 88.5 % 0 238,899,599 0 238,899,599 EAH is the record holder of the 238,899,599 shares of Common Stock reported herein. EAH is controlled by Embraer. To the Reporting Persons' knowledge, none of the Covered Persons directly owns any shares of Common Stock however, because each Covered Person is a director or executive officer of the Reporting Persons, as applicable, each Covered Person may be deemed to be the beneficial owner of the Common Stock beneficially owned by the Reporting Persons. The Covered Persons disclaim any beneficial ownership of the shares of Common Stock held by the Reporting Persons. (c) Except as disclosed in this Schedule 13D, none of the Reporting Persons has, and to the Reporting Persons' knowledge, none of the Covered Persons has, effected any transactions in shares of Common Stock during the past 60 days. (d) None. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respec

is hereby amended and supplemented as follows

Item 6 is hereby amended and supplemented as follows:

above summarizes certain provisions of the Subscription Agreement

Item 4 above summarizes certain provisions of the Subscription Agreement and Warrant Agreement between the Issuer and EAH. A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference. Item 7. Materials to be Filed as Exhibits

is hereby amended and supplemented by adding the following

Item 7 is hereby amended and supplemented by adding the following exhibits: Exhibit Number Description 1 Subscription Agreement, dated as of June 28, 2024, between the Issuer and EAH. 2 Warrant Agreement, dated as of June 28, 2024, between the Issuer and EAH.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : July 2, 2024 EMBRAER AIRCRAFT HOLDING, INC. By: /s/ Name: Gary Kretz Title: Officer By: /s/ Name: Michael Klevens Title: Officer EMBRAER S.A. By: /s/ Name: Antonio Carlos Garcia Title: Executive Vice President & CFO By: /s/ Name: Roberto de Deus Chaves Title: Executive Vice President of Global Purchasing

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