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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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Eve Holding, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
29970N104 (CUSIP Number) |
Thomas W. Greenberg One Manhattan West, New York, NY, 10001 1-212-7357886 Thalita Alfano Sulas Grandis Av. Dra. Ruth Cardoso, 8501, 30th floor, Sao Paulo, D5, 05425-070 (55) 11 3040 6874 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/13/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 29970N104 |
| 1 |
Name of reporting person
Embraer Aircraft Holding, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
246,399,589.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
81.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 29970N104 |
| 1 |
Name of reporting person
EMBRAER S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
246,399,589.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
81.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Amendment No. 3 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"), as amended by Amendment No. 1 and Amendment No. 2 (the "Schedule 13D"). Terms used herein and not otherwise defined shall have the meanings given such terms in the Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Eve Holding, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
1400 GENERAL AVIATION DRIVE, MELBOURNE,
FLORIDA
, 32935. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and supplemented as follows: As discussed in item 4 below, EAH has agreed to purchase 4,123,711 shares of Common Stock from the Issuer at a purchase price of $4.85 per share, for an aggregate purchase price of $19,999,998.35. EAH expects to obtain the funds for the purchase of these shares from working capital. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and supplemented as follows:
On August 13, 2025, 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 4,123,711 shares of Common Stock for a purchase price per share of Common Stock of $4.85 and an aggregate purchase price of $19,999,998.35, 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 August 13, 2025. Consummation of the purchase by EAH is expected to occur following the passage of 20 business days following the mailing by the Issuer of an information statement on Schedule 14C with respect to the issuance of securities to EAH.
On August 13, 2025, EAH also entered into a letter agreement with the Issuer and BNDES Participacoes S.A. - BNDESPAR ("BNDESPAR"). Concurrently with the execution of the Subscription Agreement by EAH, BNDESPAR has agreed to purchase Common Stock from the Issuer in the form of Brazilian Depositary Receipts ("BDRs"). As a result, EAH and the Issuer have agreed to grant to BNDESPAR certain additional rights in connection with its agreement to purchase BDRs. Accordingly, subject to certain exceptions and so long as BNDESPAR beneficially owns Common Stock (including in the form of BDRs) equal to 2% or more of the issued and outstanding shares of Common Stock, it shall have: (i) the right to designate for nomination one Class I director, who shall satisfy the Issuer's qualification and compliance standards, from August 15, 2025 and until the end of the three-year term of directors appointed at the annual meeting of stockholders to be held in 2026; (ii) tag-along rights with respect to any sale of shares of Common Stock by EAH representing (x) more than 10% of the then issued and outstanding shares of Common Stock or (y) any number of shares of Common Stock the sale of which would result in EAH ceasing to be the largest beneficial owner of the then issued and outstanding shares of Common Stock; and (iii) the right to purchase, on a pro rata basis, such number of equity securities in any new issuance of equity securities for cash as would be necessary for it to maintain its then-current percentage ownership of shares of Common Stock, on a fully diluted basis, on the same terms and conditions as offered to other investors in such new issuance, provided that EAH remains the largest beneficial owner of the then issued and outstanding shares of Common Stock. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Attached hereto as Exhibit No.1. |
| (b) | Attached hereto as Exhibit No.1. |
| (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 Respect to Securities of the Issuer |
The information in Item 4 is incorporated by reference herein for each Reporting Person. |
| SIGNATURE | |
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.
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