Eve Holding Files 8-K on Agreements, Equity Sales, and Shareholder Votes

TL;DR

Eve Holding (EVEX) filed an 8-K on June 28, 2024, covering material agreements, equity sales, and shareholder votes.

AI Summary

On June 28, 2024, Eve Holding, Inc. filed an 8-K detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and submitting matters to a vote of security holders. The filing also includes Regulation FD disclosures and financial statements/exhibits, indicating significant corporate actions and disclosures.

Why It Matters

This 8-K filing signals important corporate actions by Eve Holding, Inc., including potential new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Eve Holding, Inc. (company) — Registrant
• Zanite Acquisition Corp. (company) — Former company name
• June 28, 2024 (date) — Date of earliest event reported
• July 1, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — h registered: Common Stock, par value $0.001 per share EVEX The New York Stock E
• $4.0 — tock"), for cash at a purchase price of $4.0 0 per share, (ii) the issuance of 3,318
• $30 million — ximately $ 94 million . Of this amount, $30 million in gross proceeds are expected to be re
• $0.01 — shares of Common Stock sat the price of $0.01 per share. Each warrant may be exercise

Filing Documents

• evex-20240628.htm (8-K) — 72KB
• ex101_1.htm (EX-10.1) — 1142KB
• ex102_2.htm (EX-10.2) — 304KB
• ex103_3.htm (EX-10.3) — 94KB
• ex991_4.htm (EX-99.1) — 26KB
• img586a94cd68734048817a.jpg (GRAPHIC) — 3KB
• 0001554855-24-000533.txt ( ) — 1958KB
• evex-20240628_def.xml (EX-101.DEF) — 17KB
• evex-20240628_pre.xml (EX-101.PRE) — 17KB
• evex-20240628_cal.xml (EX-101.CAL) — 1KB
• evex-20240628_lab.xml (EX-101.LAB) — 23KB
• evex-20240628.xsd (EX-101.SCH) — 4KB
• evex-20240628_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On June 28 , 2024 , Eve Holding, Inc. (the "Company") entered into subscription agreements (the "Subscription Agreements") , warrant agreements (the "Warrant Agreements") and warrant exchange agreements (the "Warrant Exchange Agreements" and, together with the Subscription Agreements and the Warrant Agreements, the "Transaction Agreements") with certain investors relating to a private placement (the "Private Placement") for (i) the issuance and sale of 23,500,000 newly issued shares of common stock of the Company, par value $0.001 per share ("Common Stock"), for cash at a purchase price of $4.0 0 per share, (ii) the issuance of 3,318,588 shares of Common Stock of the Company in exchange for the surrender and cancellation of warrants to acquire an aggregate of 8,296,470 shares of common stock of the Company , and (iii) the granting of warrants to acquire an aggregate of 2,500,000 shares of common stock of the Company to certain investors. Upon the consummation of the Private Placement, t he Company is expected to receive aggregate gross proceeds from the Private Placement of approximately $ 94 million . Of this amount, $30 million in gross proceeds are expected to be received from Embraer Aircraft Holding, Inc. ("EAH") for 7,500,000 newly issued shares of Common Stock and warrants to acquire 1,500,000 shares of Common Stock as part of the Private Placement , the issuance of which was approved by a special committee of independent and disinterest ed directors of the Company, with the assistance of its independent financial and legal advisors . The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. Pursuant to the Warrant Agreements, promptly after the consummation of the Private Placement, the Company will issue warrants to acquire an aggregate of 2,500,000 shares of Common Stock to certain investors, include EAH. Upon receipt of the first t

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained above under Item 1.01, to the extent required by Item 3.02 of Form 8-K, is hereby incorporated by reference herein. Based in part upon the representations of the Company and the investors in the Transaction Agreement s , the offer and sale of the securities issued in the Private Placement was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and corresponding provisions of state securities or "blue sky" law s. The securities issued in the Private Placement have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from the registration requirements. The issuance and sale of the securities in the Private Placement did not involve a public offering and was made without general solicitation or general advertising. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The issuance of the securities issued to EAH in the Private Placement was subject to the receipt of consent or approval of the Company's stockholders in accordance with the rules of the New York Stock Exchange. Effective June 2 8, 2024, EAH, in its capacity as the majority holder of the Company's common stock, executed and delivered an action by written consent in lieu of a meeting of the stockholders (the "Consent") approv ing the issuance of the c ommon s tock and w arrants to EAH pursuant to its Subscription Agreement and Warrant Agreement , as described further in item 1.01 above . The Consent satisfied the stockholder approval requirement with respect to the issuance of the c ommon s tock and w arrants to EAH under such Subscription Agreement. An information statement providing further information about such issuance and the Consent will be filed with the Securities and Exchange Commission and mailed to stockholders of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 1, 2024 , the Company issued a press release announcing the Private Placement . A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended , regardless of any general incorporation language in such filings. This Current Report o n Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Form of Subscription Agreement by and among Eve Holding, Inc. and investors. 10.2 Form of Warrant Agreement by and among Eve Holding, Inc. and investors . 10.3 Form of Warrant Exchange Agreement by and among Eve Holding, Inc. and investors. 99.1 Press Release issued July 1, 2024 . Cautionary Note Regarding Forward-Looking Statements Certain statements contained in t his Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "project," "could," "should," "would," "continue," "seek," "target," "guidance," "outlook," "if current trends continue," "optimistic," "forecast" and other similar words or expressions. All statements, other than statements of historical facts, are forward -looking statements, including, but not limited to, statements about the company's plans, objectives, expectations, outlooks, projections, intentions, estimates, and other statements of future events or conditions, including with respect to all companies or entities named within. These forward-looking statements are based on the company's current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing o f certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth herein as well as in Part I, Item 1A. Risk Factors and Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of the company's most recent Annual Report on Form 10-K, Part I, Item 2. Management's Discussion and Analysis of Financial Con

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EVE HOLDING, INC. Date: July 1, 2024 By: /s/ Eduardo Siffert Couto Name: Eduardo Siffert Couto Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR