evex-20230203.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 3, 2023

EVE HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-39704				85-2549808
(Commission File Number)				(IRS Employer Identification No.)

1400 General Aviation Drive, Melbourne, Florida				32935
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (321)751-5050

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, par value $0.001 per share	EVEX	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock	EVEXW	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2023, the board of directors (the “Board”) of Eve Holding, Inc. (the “Company”) appointed María Cordón as a Class I member of the Board, effective immediately, with a term expiring at the Company’s 2023 annual meeting of stockholders.

Ms. Cordón’s appointment to the Board was proposed by Acciona Logistica, S.A. (“Acciona”) pursuant to the Warrant Agreement, dated as of March 16, 2022, by and among the Company, Acciona and Embraer Aircraft Holding, Inc., which grants Acciona the right to designate an individual to fill the vacancy on the Board created by the December 20, 2022,resignation of José Manuel Entrecanales. There are no transactions in which the Company is a participant and Ms. Cordón has a material interest requiring disclosure under Item 404(a) of Regulation S-K, except as described under “PIPE Investment” in the Company’s prospectus, dated January 18, 2023, filed with the Securities and Exchange Commission on January 20, 2023, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-265337) (the “Prospectus”).

As a non-employee director, Ms. Cordón will participate in the Company’s director compensation program as described under “Director Compensation” in the Prospectus.

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: February 7, 2023	By:	/s/ Gerard J. DeMuro
		Name:	Gerard J. DeMuro
		Title:	Co-Chief Executive Officer