SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13G 

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

 

Eve Holding, Inc.

(formerly Zanite Acquisition Corp.)

(Name of Issuer)

 

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

 

29970N104

(CUSIP Number)

 

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the following box to designate the rule pursuant to which the Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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).

  

 

 

 

 

  

CUSIP No. 29970N104

 

  1.

Names of Reporting Persons

D. E. Shaw Valence Portfolios, L.L.C.

 

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) [     ]
   

(b)

 

[     ]
  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

 

-0-

      6.

Shared Voting Power

320,8801

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

320,8801

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

320,8801

 

  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [     ]

 

  11.

Percent of Class Represented by Amount in Row (9)

0.1%2

 

  12.

Type of Reporting Person (See Instructions)

OO

 

 

1 Consists of warrants exercisable into 320,880 shares of Common Stock.

2 This percentage figure is based upon 266,692,365 shares of Common Stock outstanding, consisting of: (i) 266,371,485 shares of Common Stock outstanding as of December 23, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880 shares of Common Stock issuable upon exercise of warrants.

 

 

 

 

CUSIP No. 29970N104

 

  1.

Names of Reporting Persons

D. E. Shaw & Co., L.L.C.

 

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) [     ]
   

(b)

 

[     ]
  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

 

-0-

      6.

Shared Voting Power

320,8801

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

320,8801

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

320,8801

 

  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [     ]

 

  11.

Percent of Class Represented by Amount in Row (9)

0.1%2

 

  12.

Type of Reporting Person (See Instructions)

OO

 

 

1 Consists of warrants exercisable into 320,880 shares of Common Stock.

2 This percentage figure is based upon 266,692,365 shares of Common Stock outstanding, consisting of: (i) 266,371,485 shares of Common Stock outstanding as of December 23, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880 shares of Common Stock issuable upon exercise of warrants.

 

 

 

 

CUSIP No. 29970N104

 

  1.

Names of Reporting Persons

D. E. Shaw & Co., L.P.

 

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) [     ]
   

(b)

 

[     ]
  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

Delaware

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

 

-0-

      6.

Shared Voting Power

320,8801

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

320,8801

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

320,8801

 

  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [     ]

 

  11.

Percent of Class Represented by Amount in Row (9)

0.1%2

 

  12.

Type of Reporting Person (See Instructions)

IA, PN

 

 

1 Consists of warrants exercisable into 320,880 shares of Common Stock.

2 This percentage figure is based upon 266,692,365 shares of Common Stock outstanding, consisting of: (i) 266,371,485 shares of Common Stock outstanding as of December 23, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880 shares of Common Stock issuable upon exercise of warrants.

 

 

 

 

CUSIP No. 29970N104

 

  1.

Names of Reporting Persons

David E. Shaw

 

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) [     ]
   

(b)

 

[     ]
  3.

SEC Use Only

 

  4.

Citizenship or Place of Organization

United States

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

 

 

-0-

      6.

Shared Voting Power

320,8801

 

      7.

Sole Dispositive Power

-0-

 

      8.

Shared Dispositive Power

320,8801

 

  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

320,8801

 

  10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [     ]

 

  11.

Percent of Class Represented by Amount in Row (9)

0.1%2

 

  12.

Type of Reporting Person (See Instructions)

IN

 

 

1 Consists of warrants exercisable into 320,880 shares of Common Stock.

2 This percentage figure is based upon 266,692,365 shares of Common Stock outstanding, consisting of: (i) 266,371,485 shares of Common Stock outstanding as of December 23, 2022 as reported in the Issuer’s Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880 shares of Common Stock issuable upon exercise of warrants.

 

 

 

 

Item 1.
  (a) Name of Issuer
   

  Eve Holding, Inc.

   
  (b) Address of Issuer's Principal Executive Offices
   

 1400 General Aviation Drive

  Melbourne, FL 32935

   
Item 2.
  (a) Name of Person Filing
   

  D. E. Shaw Valence Portfolios, L.L.C.
  D. E. Shaw & Co., L.L.C.
  D. E. Shaw & Co., L.P.

  David E. Shaw

   
  (b) Address of Principal Business Office or, if none, Residence
   

  The business address for each reporting person is:

  1166 Avenue of the Americas, 9th Floor

  New York, NY 10036

   
  (c) Citizenship
   

  D. E. Shaw Valence Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware.
  D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
  D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.

  David E. Shaw is a citizen of the United States of America.

   
  (d) Title of Class of Securities
   

  Common Stock, par value $0.001 per share

   
  (e) CUSIP Number
   

  29970N104

   
Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

Item 4.

Ownership

 

As of December 31, 2022:

 

(a) Amount beneficially owned:  
     
  D. E. Shaw Valence Portfolios, L.L.C.: 320,880 shares

This is composed of 320,880 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire upon exercise of warrants.

 

  D. E. Shaw & Co., L.L.C.: 320,880 shares

This is composed of 320,880 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire upon exercise of warrants.

  

 

D. E. Shaw & Co., L.P.:

 

320,880 shares

This is composed of 320,880 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire upon exercise of warrants.

     
 

David E. Shaw:

320,880 shares

This is composed of 320,880 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire upon exercise of warrants.

  

(b)Percent of class:
  D. E. Shaw Valence Portfolios, L.L.C.:

0.1%

  D. E. Shaw & Co., L.L.C.:

0.1%

  D. E. Shaw & Co., L.P.:

0.1%

  David E. Shaw:

0.1%

 

 

 

 

(c)Number of shares to which the person has:
(i)Sole power to vote or to direct the vote:
  D. E. Shaw Valence Portfolios, L.L.C.:

-0- shares

  D. E. Shaw & Co., L.L.C.:

-0- shares

  D. E. Shaw & Co., L.P.:

-0- shares

  David E. Shaw:

-0- shares

 

(ii)Shared power to vote or to direct the vote:
  D. E. Shaw Valence Portfolios, L.L.C.: 320,880 shares
  D. E. Shaw & Co., L.L.C.: 320,880 shares
  D. E. Shaw & Co., L.P.:

320,880 shares

  David E. Shaw:

320,880 shares

 

(iii)Sole power to dispose or to direct the disposition of:
  D. E. Shaw Valence Portfolios, L.L.C.:

-0- shares

  D. E. Shaw & Co., L.L.C.:

-0- shares

  D. E. Shaw & Co., L.P.:

-0- shares

  David E. Shaw:

-0- shares

 

(iv)Shared power to dispose or to direct the disposition of:
  D. E. Shaw Valence Portfolios, L.L.C.:

320,880 shares

  D. E. Shaw & Co., L.L.C.:

320,880 shares

  D. E. Shaw & Co., L.P.:

320,880 shares

  David E. Shaw:

320,880 shares

 

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 320,880 shares as described above constituting 0.1% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 320,880 shares.

  

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

Not Applicable

 

Item 9. Notice of Dissolution of Group

Not Applicable

 

Item 10. Certification

By signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto.

 

Dated: February 14, 2023

 

 

D. E. Shaw Valence Portfolios, L.L.C.

   
  By:  /s/ Nathan Thomas
    Nathan Thomas
   

Authorized Signatory

 

 

 

D. E. Shaw & Co., L.L.C.

   
  By:  /s/ Nathan Thomas
    Nathan Thomas
   

Authorized Signatory

 

 

 

D. E. Shaw & Co., L.P.

   
  By:  /s/ Nathan Thomas
    Nathan Thomas
   

Chief Compliance Officer

  

 

 

David E. Shaw

   
  By:  /s/ Nathan Thomas
    Nathan Thomas
   

Attorney-in-Fact for David E. Shaw