false 0001823652 0001823652 2022-12-20 2022-12-20 0001823652 us-gaap:WarrantMember 2022-12-20 2022-12-20 0001823652 us-gaap:CommonStockMember 2022-12-20 2022-12-20

DE false 0001823652 0001823652 us-gaap:WarrantMember 2022-08-04 2022-08-04 0001823652 us-gaap:CommonStockMember 2022-08-04 2022-08-04 0001823652 2022-08-04 2022-08-04 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)

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):

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

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.

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.