Eve Holding Amends Embraer Stake Filing

TL;DR

Eve Holding updated its Embraer 13D filing - check for ownership changes.

AI Summary

Eve Holding, Inc. filed an amendment (No. 2) to its Schedule 13D on September 5, 2024, regarding its holdings in Embraer S.A. The filing indicates a change in the reporting person's beneficial ownership. Embraer Aircraft Holding, Inc. is also listed as a filer, with a business address in Fort Lauderdale, FL.

Why It Matters

This amendment to a Schedule 13D filing signals a potential shift in significant ownership or control of Embraer S.A., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake-building or changes in control, which can lead to volatility.

Key Numbers

• 2 — Amendment Number (Indicates this is the second update to the original filing.)

Key Players & Entities

• Eve Holding, Inc. (company) — Reporting Person
• Embraer S.A. (company) — Issuer
• Embraer Aircraft Holding, Inc. (company) — Filer
• Fabiana Klajner Leschziner (person) — Contact Person

FAQ

Key Financial Figures

• $0.001 — respect to the common stock, par value $0.001 per share (the "Common Stock"), of Eve
• $4.00 — rice per share of Common Stock equal to $4.00 and an aggregate purchase price of $30,
• $30,000,000 — 4.00 and an aggregate purchase price of $30,000,000, on the terms and subject to the condit
• $0.01 — 00 shares of Common Stock at a price of $0.01 per share. Each warrant may be exercise

Filing Documents

• erj20240904_sc13da.htm (SC 13D/A) — 63KB
• 0001292814-24-003347.txt ( ) — 65KB

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby amended and supplemented as follows

Item 4 is hereby amended and supplemented as follows: As previously reported, 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 $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. In addition, on June 28, 2024, EAH entered into a warrant agreement (the "Warrant Agreement") with the Issuer, pursuant to which, among other things, the Issuer 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 (10th) business day after the date on which such first type certification is obtained, and terminating on the earlier to occur of: (a) at 5:00 p.m., New York City time, on the date that is one (1) year after the date on which the first Type Certification is obtained; and (b) the liquidation of the Issuer (the "Expiration Date"). If the warrant is not exercised on or before the Expiration Date, upon written notice by the Issuer to EAH of at least five (5) business days prior to such Expiration Date, the warrant shall become void, and all rights thereunder and all rights in respect thereof under the Warrant Agreements shall cease at 5:00 p.m. New York City time on the Expiration Date. The Issuer in its sole discretion may extend the duration of the warrant by delaying the Expiration Date. On September 4, 2024, the transactions contemplated by the Subscription Agreement and the Warrant Agreement were consummated. Pursuant to such agreements, EAH purchased from the Issuer 7,500,000 shares of Common Stock at a price of $4.00 per share and was issued warrants to a

is hereby amended and supplemented as follows

Item 5 is hereby amended and supplemented as follows: (a) – (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 296,744,297 shares of Common Stock outstanding as of September 5, 2024: 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. 246,399,589 83.0 % 0 246,399,589 0 246,399,589 Embraer S.A. 246,399,589 83.0 % 0 246,399,589 0 246,399,589 EAH is the record holder of the 246,399,589 shares of Common Stock reported herein. EAH is controlled by Embraer. The number of shares beneficially owned do not include the shares of Common Stock issuable upon exercise of the Warrants as they are not exercisable within 60 days. 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, e

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 : September 5, 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, Finance & Investor Relations By: /s/ Name: Roberto de Deus Chaves Title: Executive Vice President of Global Purchasing

View Full Filing

View this SC 13D/A filing on SEC EDGAR