Embraer Files SC 13D/A Amendment for Eve Holding, Inc.

Ticker: EVEX-WT · Form: SC 13D/A · Filed: Sep 9, 2024 · CIK: 1823652

Sentiment: neutral

Topics: ownership-change, amendment, aerospace

TL;DR

Embraer just updated its stake in Eve Holding, Inc. - watch this space.

AI Summary

Embraer S.A. has filed an amendment (SC 13D/A) on September 9, 2024, regarding its holdings in Eve Holding, Inc. This filing indicates a change in the beneficial ownership of Eve Holding, Inc. by Embraer S.A., a significant player in the aerospace industry.

Why It Matters

This filing signals a potential shift in control or influence over Eve Holding, Inc. by Embraer S.A., which could impact the company's strategic direction and future operations.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts or potential takeovers, requiring careful monitoring.

Key Players & Entities

FAQ

What is the specific nature of the change in beneficial ownership reported in this SC 13D/A filing?

The filing is an amendment (Amendment No. 1) to a Schedule 13D, indicating a change in the previously reported beneficial ownership of Eve Holding, Inc. by Embraer S.A. The exact details of the change are not specified in the provided header information but would be elaborated within the full filing document.

When was this amendment filed with the SEC?

This amendment was filed on September 9, 2024.

What is the relationship between Embraer S.A. and Eve Holding, Inc. prior to this filing?

Embraer S.A. is identified as a filing party, and Eve Holding, Inc. is the subject company. The filing of an SC 13D/A suggests Embraer S.A. holds a significant stake and is reporting changes related to its beneficial ownership.

What was the former name of Eve Holding, Inc.?

The former name of Eve Holding, Inc. was Zanite Acquisition Corp., with a date of name change on September 3, 2020.

What industry does Eve Holding, Inc. operate in?

Eve Holding, Inc. is classified under the Standard Industrial Classification code 3721, which pertains to Aircraft.

Filing Stats: 1,703 words · 7 min read · ~6 pages · Grade level 12.2 · Accepted 2024-09-09 12:52:53

Key Financial Figures

Filing Documents

Sources of Funds

Item 3. Sources of Funds

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.

Purpose of Transaction

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.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits

is hereby amended and supplemented by adding the following exhibits

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 : September 9, 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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