Amendment: SEC Form SC 13D/A filed by Embraer S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Eve Holding, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

29970N 104

(CUSIP Number)

Embraer S.A.

Embraer Aircraft Holding, Inc.

Attn: Fabiana Klajner Leschziner

Avenida Dra. Ruth Cardoso, 8501, 30th floor (part)

Pinheiros, São Paulo, SP, 05425-070, Brazil

(55) 11 3040 6874

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with copies to:

Thomas W. Greenberg

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

June 28, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 amends and supplements the original Schedule 13D originally filed on May 19, 2022 by Embraer Aircraft Holding, Inc. (“EAH”) and Embraer SA (“Embraer”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Eve Holding, Inc. (the “Issuer”) (the “Schedule 13D”). Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D.

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.

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: (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.

The foregoing descriptions of the Subscription Agreement and the Warrant Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements or the form of such agreements, as applicable, each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.

Item 5 is hereby amended and supplemented as follows:

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:

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 is hereby amended and supplemented as follows:

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.

Item 7 is hereby amended and supplemented by adding the following exhibits:

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: July 2, 2024