Eve Holding, Inc. Files 8-K with Key Corporate Updates

Ticker: EVEX-WT · Form: 8-K · Filed: Aug 15, 2025 · CIK: 1823652

Sentiment: neutral

Topics: material-agreement, shareholder-vote, corporate-update

Related Tickers: EVE

TL;DR

Eve Holding filed an 8-K on Aug 15 detailing material agreements & shareholder votes from Aug 13.

AI Summary

Eve Holding, Inc. filed an 8-K on August 15, 2025, reporting on events that occurred on August 13, 2025. The filing includes information on a material definitive agreement, matters submitted to a vote of security holders, and Regulation FD disclosures. It also contains financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Eve Holding's material agreements and shareholder votes, impacting investors' understanding of the company's current operational and governance status.

Risk Assessment

Risk Level: medium — 8-K filings can contain significant corporate events, requiring careful review to assess potential risks and impacts on the company's stock.

Key Players & Entities

FAQ

What specific material definitive agreement was entered into by Eve Holding, Inc. on or around August 13, 2025?

The filing indicates an 'Entry into a Material Definitive Agreement' as an item of disclosure, but the specific details of the agreement are not provided in this summary.

What matters were submitted to a vote of security holders?

The filing lists 'Submission of Matters to a Vote of Security Holders' as an item, but the specific proposals or outcomes of any vote are not detailed here.

What is the significance of the 'Regulation FD Disclosure' mentioned in the filing?

Regulation FD disclosures ensure that material information is broadly disseminated to the public, preventing selective disclosure to certain investors.

When did Eve Holding, Inc. change its name from Zanite Acquisition Corp.?

The date of the name change from Zanite Acquisition Corp. to Eve Holding, Inc. was September 3, 2020.

What is Eve Holding, Inc.'s primary industry classification?

Eve Holding, Inc. is classified under 'AIRCRAFT' with the Standard Industrial Classification code 3721.

Filing Stats: 2,466 words · 10 min read · ~8 pages · Grade level 12.7 · Accepted 2025-08-14 19:26:50

Key Financial Figures

Filing Documents

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. On August 13, 2025, Eve Holding, Inc. (the "Company") entered into subscription agreements (the "Subscription Agreements") with certain investors (the "Subscribers"), including BNDES Participaes S.A. – BNDESPAR ("BNDESPAR"), Embraer Aircraft Holding, Inc. ("EAH") and other institutional investors, for the issuance and sale of an aggregate of 47,422,680 newly issued shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), at a purchase price of $4.85 per share, including the subscription by BNDESPAR of Brazilian Depositary Receipts (the "BDRs"), each of which represents one share of Common Stock, at a purchase price of R$26.21 per BDR (which reflects an equivalent value of the price per share based on the PTAX rate on August 12, 2025), in a registered direct offering effected pursuant to the Company's registration 1933, as amended (the "Registered Direct Offering"). Closing is expected to occur on August 15, 2025 (the "Closing"), subject to the satisfaction or waiver of the conditions set forth in the Subscription Agreements, except for the issuance of Common Stock to EAH which will take place at least 20 business days following the delivery to Company's stockholders of an information statement complying with Regulation 14C under the Securities Exchange Act of 1934, as amended. The Subscription Agreements contain customary representations and warranties and covenants that the parties made to each other in the context of the Registered Direct Offering. The Company estimates that the net proceeds from the Registered Direct Offering will be approximately $218.5 million, after deducting placement agent fees and estimated offering expenses payable by the Company. The Company expects to receive approximately $20.0 million in gross proceeds from EAH for 4,123,711 newly issued shares of Common Stock as part

07. Submission of Matters to a Vote of Security

Item 5.07. Submission of Matters to a Vote of Security Holders. The issuance of Common Stock to EAH in the Registered Direct Offering is 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 August 13, 2025, 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") approving the issuance of the Common Stock to EAH pursuant to its Subscription Agreement, as described further in Item 1.01 above . The Consent satisfied the stockholder approval requirement with respect to the issuance of the Common Stock to EAH under such Subscription Agreement. An information statement providing further information about such issuance and the Consent will be filed with the SEC and mailed to stockholders of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 14, 2025, the Company issued a press release announcing the signing of the Subscription Agreements and the Registered Direct Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The press release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of any securities in any prior to registration or qualification under the securities laws of any such 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 on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this

01, including Exhibit 99.1

Item 7.01, including Exhibit 99.1.

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit Number Description 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP 10.1 Form of Subscription Agreement by and among Eve Holding, Inc. and Subscriber 10.2 Subscription Agreement, dated as of August 13, 2025, by and among Eve Holding, Inc., BNDES Participaes S.A. – BNDESPAR and Banco Bradesco S.A. 10.3 Subscription Agreement, dated as of August 13, 2025, by and between Eve Holding, Inc. and Embraer Aircraft Holding, Inc. 10.4 Letter Agreement, dated as of August 13, 2025, by and among Eve Holding, Inc., Embraer Aircraft Holding, Inc. and BNDES Participaes S.A. – BNDESPAR 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 99.1 Press Release issued on August 14, 2025 Cautionary Note Regarding Forward-Looking Certain 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," "forecast" and other similar words or expressions. All 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 in this Current Report on Form 8-K. These

forward-looking statements are based on the Company's current objectives,

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

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 Company's most recent Quarterly Report on Form 10-Q, and other risks and uncertainties listed from time to time in the Company's other filings with the SEC. Additionally, there may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

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: August 14, 2025 By: /s/ Eduardo Siffert Couto Name: Eduardo Siffert Couto Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing