Eve Holding, Inc. Files 8-K for Material Agreement

TL;DR

Eve Holding (EVE) filed an 8-K for a material agreement on 7/12. Details TBD.

AI Summary

Eve Holding, Inc. (formerly Zanite Acquisition Corp.) entered into a material definitive agreement on July 12, 2024. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and sales are not provided in this excerpt.

Why It Matters

This filing indicates a significant new agreement for Eve Holding, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks depending on the specifics.

Key Players & Entities

• Eve Holding, Inc. (company) — Registrant
• Zanite Acquisition Corp. (company) — Former name of registrant
• July 12, 2024 (date) — Date of earliest event reported
• 1400 GENERAL AVIATION DRIVE, MELBOURNE, FL 32935 (location) — Business and Mail Address

FAQ

Key Financial Figures

• $0.001 — h registered: Common Stock, par value $0.001 per share EVEX The New York Stock E
• $4.0 — ock "), for cash at a purchase price of $4.0 0 per share. Upon the consummation of

Filing Documents

• evex-20240712.htm (8-K) — 59KB
• 0001554855-24-000584.txt ( ) — 225KB
• evex-20240712_def.xml (EX-101.DEF) — 17KB
• evex-20240712_pre.xml (EX-101.PRE) — 17KB
• evex-20240712_cal.xml (EX-101.CAL) — 1KB
• evex-20240712_lab.xml (EX-101.LAB) — 23KB
• evex-20240712.xsd (EX-101.SCH) — 4KB
• evex-20240712_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 12 , 2024 , Eve Holding, Inc. (the "Company") entered into a subscription agreement (the "Subscription Agreement") with Space Florida ( the "Subscriber") relating to a private placement (the "Private Placement") for the issuance and sale of 4 00,000 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. Upon the consummation of the Private Placement, t he Company is expected to receive aggregate gross proceeds from the Private Placement of approximately $ 1.6 million . The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes. The Subscription Agreement provide s for certain registration rights. In particular, the Company is required to, as soon as practicable but no later than 90 business days following the Closing, file with the U.S. Securities and Exchange Commission (the " SEC ") a registration statement registering the resale of such shares of Common Stock. Additionally, the Company is required to use its commercially reasonable efforts to cause the registration statement to be declared effective as soon as practicable after the filing thereof, but no later than the earlier of: ( i ) the 9 0 th calendar day following the filing if the SEC notifies the Company that it will "review" such registration statement following the Closing; and (ii) the 10 th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be "reviewed" or will not be subject to further review. The Company must use commercially reasonable efforts to keep the registration statement effective until all such securities cease to be outstanding or such investors no longer hold any such securities. . The Subscription Agreement contain s customary representations and warranties and coven

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 Subscriber in the Subscription Agreement , 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" laws. 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.

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 (previously filed ) ( incorporated by reference from Exhibit 10 .1 to the Company ' s C urrent R eport on Form 8-K filed on 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 of 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 Condition and Results of Operations and Part II, Item 1A. Risk Factors of the compa

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 8 , 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