EVEX / Eve Holding, Inc. - SEC 보고서, 연례 보고, 기업 사업 설명서

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): May 21, 2026 EVE HOLDING, INC. (E

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): May 21, 2026 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation or organization) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING,

ADDENDUM TO THE EMPLOYMENT AGREEMENT

Exhibit 18.2 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] ADDENDUM TO THE EMPLOYMENT AGREEMENT By means of this private instrument, on the one hand EVE URBAN MOBILITY SOLUTIONS LTDA., herein represented by Mr. WILLIANS ALVES SILVA, h

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EXHIBIT 99.1

TELEWORK AGREEMENT

Exhibit 18.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] TELEWORK AGREEMENT By means of this Employment Agreement, the Parties: EVE URBAN AIR MOBILITY SOLUTIONS LTDA., with registered offices in the City of São José dos Campos, Stat

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT

Exhibit 18.3 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT EVE SOLUÇÕES DE MOBILIDADE AÉREA URBANA LTDA., located at Rodovia Presidente Dutra, s/nº – KM 134, Eugênio de Melo – ZIP Code 12247

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Check the appropriate box: Eve Holding, Inc. Payment of filing fee (Check the appropriate box):

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

FIRST CONTRACT NUMBER CORRECTION

Exhibit 16.8 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] AMENDMENT AND RESTATEMENT No. 1 TO FINANCING AGREEMENT No. [***], ENTERED INTO BY AND BETWEEN THE NATIONAL BANK FOR ECONOMIC AND SOCIAL DEVELOPMENT – BNDES, AND EVE SOLUÇÕES D

Eve Holding, Inc. Insider Trading Policy Adopted on August 2nd, 2024

Exhibit 19.1 Eve Holding, Inc. Insider Trading Policy Adopted on August 2nd, 2024 In the course of conducting the business of Eve Holding, Inc. (together with its subsidiaries, the “Company”), you may come into possession of material information about the Company, Embraer S.A. (“Embraer”) or other entities that is not available to the investing public (referenced herein as “material nonpublic info

FIRST AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC

Exhibit 10.71 FIRST AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC THIS First Amendment (“Amendment 1”) to the Master Services Agreement between Embraer S.A. and Eve UAM, LLC dated December 14, 2021(the “Original Agreement”) is made and entered this in 6th of October of 2022 by and between: EMBRAER S.A., a corporation existing under the laws of Brazil, with its ad

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THIRD AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Opinion on the Consolidated Financial Statements Basis for Opinion Definition and Limitations of Internal Control Over Financial Reporting Critical Audit Matter Evaluation of research and development costs

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC.

EXHIBIT 99.1

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): January 27, 2026

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): January 27, 2026 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

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): December 29, 2025 EVE HOLDING, IN

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): December 29, 2025 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission Fil

CREDIT AGREEMENT dated as of January 13, 2026 EVE UAM, LLC, as Borrower, EVE HOLDING, INC., as Guarantor, The LENDERS Party Hereto, BANCO ITAÚ CHILE, as Administrative Agent Itaú BBA, as Global Coordinator, ITAÚ UNIBANCO S.A. MIAMI BRANCH, Citibank,

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] CREDIT AGREEMENT dated as of January 13, 2026 between EVE UAM, LLC, as Borrower, EVE HOLDING, INC., as Guarantor, The LENDERS Party Hereto, BANCO ITAÚ CHILE, as Administrative

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): December 23, 2025 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission Fil

(B)(1) Each of the Borrower and EHI and each of its respective Principals individually (a) is not Excluded or Disqualified from participating in a Covered Transaction, (b) is not formally proposed for debarment by any U.S. Federal Government Authorit

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT dated as of December 23, 2025 among EVE UAM, LLC as Borrower EVE HOLDING, INC. as Guarantor PRIVATE EXPORT FUNDING CORPORATION as Lender and EXPORT-IMPORT BANK OF THE UNITED STATES Aeronautical Goods and Engineering Services Provided by BAE Systems Controls, Inc. EXIM Bank Transaction No. MTG777501 - USA MGA No. 0140-M TABLE OF CONTENTS PAGE Section

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): December 19, 2025

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): December 19, 2025 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39704 85-2549808 (Commission Fil

FIRST NATURE, AMOUNT AND PURPOSE

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

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): November 18, 2025 EVE HOLDING, IN

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): November 18, 2025 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission Fil

SIXTH AMENDMENT [VEI0005-25] TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]. SIXTH AMENDMENT [VEI0005-25] TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC THIS Sixth Amendment [VEI0005-25] (“Amendment 6”) to the Master Service Ag

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDI

EXHIBIT 99.1

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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): September 23, 2025 EVE HOLDING, I

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): September 23, 2025 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39704 85-2549808 (Commission Fi

MASTER SERVICES AGREEMENT 2

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]. MASTER SERVICES AGREEMENT 2 [VEI0019-24] This Master Services Agreement 2 (this “Agreement” or “MSA2”), dated as of September 02, 2025, to be effective since January 01, 2025

4. Subscriber Representations and Warranties. Subscriber represents and warrants to the Issuer that:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement EVE HOLDING, INC. (Name of Regi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement EVE HOLDING, INC. (Name of Regi

4.Subscriber Representations and Warranties. Each Subscriber, for itself and for no other, represents and warrants to the Issuer that: 5.Termination.

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 13, 2025, by and between Eve Holding, Inc. (the “Issuer”), and the subscribers set forth on the signature pages hereto (collectively, the “Subscribers” and, each, a “Subscriber”). WHEREAS, subject to the terms and conditions set forth in this Subscription Agreement, the Subscri

75,000,000 Brazilian Depositary Receipts (“BDRs”) Issuable upon Deposits of Shares of Common Stock of Eve Holding, Inc.

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-287863 PROSPECTUS SUPPLEMENT (To Prospectus dated June 25, 2025) 75,000,000 Brazilian Depositary Receipts (“BDRs”) Issuable upon Deposits of Shares of Common Stock of Eve Holding, Inc. Eve Holding, Inc. (formerly known as Zanite Acquisition Corp., a Delaware corporation (“Zanite”), prior to a business combination by and among EVE UAM,

Eve Announces $230 Million Equity Capital Raise and Dual Listing in the United States and Brazil

Exhibit 99.1 Eve Announces $230 Million Equity Capital Raise and Dual Listing in the United States and Brazil MELBOURNE, Fla., August 14, 2025 - Eve Air Mobility (Eve) (NYSE: EVEX and EVEXW), a company dedicated to the development of a suite of solutions for the Urban Air Mobility (UAM) market, including an electric vertical takeoff and landing (eVTOL) aircraft, today announced that it has entered

1. Right to Designate a Board Member. 2. Subscriber’s Tag-along Rights. 3. EAH’s Lock-Up. 4. Subscriber’s Preemptive Right. 5. Sustainability Report. 6. Greenhouse Gas (GHG) Emissions Inventory Report. 7. Media Materials. 8. Other.

Exhibit 10.4 Eve Holding, Inc. 1400 General Aviation Drive Melbourne, FL 32935 August 13, 2025 BNDES Participações S.A. – BNDESPAR Avenida República do Chile n° 100 - parte CEP 20031-917, Rio de Janeiro, RJ Attention: Marcelo Marcolino, Superintendente da Área de Mercado de Capitais, Investimentos e Participações – AMC Embraer Aircraft Holding Inc. 276 SW 34th Street Fort Lauderdale, FL 33315 Atte

47,422,680 Shares of Common Stock, including in the form of Brazilian Depositary Receipts (“BDRs”), of Eve Holding, Inc.

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-287863 PROSPECTUS SUPPLEMENT (To Prospectus dated June 25, 2025) 47,422,680 Shares of Common Stock, including in the form of Brazilian Depositary Receipts (“BDRs”), of Eve Holding, Inc. Eve Holding, Inc. (formerly known as Zanite Acquisition Corp., a Delaware corporation (“Zanite”), prior to a business combination by and among EVE UAM

(d)The Closing shall be subject to the satisfaction, or valid waiver by each of the parties hereto, of the conditions that, on the Closing Date:

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 13, 2025, by and among Eve Holding, Inc. (the “Issuer”), the subscriber party set forth on the signature page hereto (“Subscriber”), and Banco Bradesco S.A., as intervening party in its capacity as the depositary agent (the “Depositary Agent”). WHEREAS, subject to the terms and

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): August 13, 2025 EVE HOLDING, INC.

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4.Subscriber Representations and Warranties. Subscriber represents and warrants to the Issuer that: 5.Registration Rights. 6.Termination. 7.Issuer’s Covenant. 9.Miscellaneous.

Exhibit 10.3 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 13, 2025, by and between Eve Holding, Inc. (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, subject to the terms and conditions set forth in this Subscription Agreement, Subscriber desires to subscribe for and purchase fro

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Second Amendment, dated as of April 23, 2025, to the Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and Nidec Aerospace LLC.

Exhibit 10.3 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]. [SECOND] AMENDMENT TO THE SUPPLY AGREEMENT (GND0132-23) FOR THE EVE-100 PROGRAM (THIS DOCUMENT REFERENCE CW2310286) This Second Amendment (“Amendment”) is made and entered to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, I

Fifth Amendment, dated February 4, 2025, to the Master Services Agreement, dated as of December 14, 2021, by and between Embraer S.A. and EVE UAM, LLC.

Exhibit 10.2 FIFTH AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC This Fifth Amendment (“Amendment 5”) to the Master Services Agreement between Embraer S.A. and Eve UAM, LLC dated December 14, 2021(the “Original Agreement”) is made and this in February 04,2025, to be effective as of October 22,2024 by and between: EMBRAER S.A., a corporation existing under the law

Press release, dated August 06, 2025, issued by Eve Holding, Inc.

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$300,000,000 Shares of Common Stock, including in the Form of Brazilian Depositary Receipts (“BDRs”), and Debt Securities by Eve Holding, Inc. 75,000,000 BDRs Issuable upon Deposits of Shares of Common Stock for BDRs 1,500,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-287863 PROSPECTUS $300,000,000 Shares of Common Stock, including in the Form of Brazilian Depositary Receipts (“BDRs”), and Debt Securities by Eve Holding, Inc. 75,000,000 BDRs Issuable upon Deposits of Shares of Common Stock for BDRs 1,500,000 Shares of Common Stock Underlying Warrants by Eve Holding, Inc. 9,000,000 Shares of Common

EVE HOLDING, INC. 1400 General Aviation Drive Melbourne, FL 32935

EVE HOLDING, INC. 1400 General Aviation Drive Melbourne, FL 32935 June 23, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Tom Jones Jay Ingram RE: Eve Holding, Inc. (the “Company”)  Registration Statement on Form S-3  File No. 333-287863 Dear Mr. Jones and Mr. Ingram: Pursuant to Rule 461

Filing Fee Table(b)

Calculation of Filing Fee Tables Form S-3 (Form Type) EVE HOLDING, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward For

As filed with the Securities and Exchange Commission on June 6, 2025.

As filed with the Securities and Exchange Commission on June 6, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 85-2549808 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe

Skadden, Arps, Slate, Meagher & Flom LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com June 6, 2025 FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMI

Skadden, Arps, Slate, Meagher & Flom LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

Deposit Agreement for Brazilian Depositary Receipts (BDRs), dated as of March 12, 2025, between Banco Bradesco S.A. and Eve Holding, Inc.(b)

Exhibit 4.19 ISSUANCE AND DEPOSITARY SERVICES AGREEMENT FOR BRAZILIAN DEPOSITARY RECEIPTS (BDRs) This Issuance and Depositary Services Agreement for Brazilian Depositary Receipts, Level I, hereinafter simply referred to as the “Agreement”, is entered into by and between: (a) BANCO BRADESCO S.A., a financial institution headquartered at Núcleo Cidade de Deus, Vila Yara, Osasco, State of São Paulo,

Form of Indenture(b)

Exhibit 4.20 EVE HOLDING, INC. INDENTURE Dated as of [ ] [ ] Trustee DEBT SECURITIES 1 Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section § 310 (a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 § 311 11.01(f), 16.02 § 312 14.02(d), 16.02 (b) 11.10, 16.02 (c) 11.10, 16.02 § 313 (a) 10.01(a), 16.02

LETTER

June 2, 2025 Eduardo Couto Chief Financial Officer Eve Holding, Inc. 1400 General Aviation Drive Melbourne, Florida 32925 Re: Eve Holding, Inc. Draft Registration Statement on Form S-3 File No. 377-08000 Filed May 12, 2025 Dear Eduardo Couto: We have conducted a limited review of your draft registration statement and have the following comment(s). Please respond to this letter by providing any req

Other Events, Submission of Matters to a Vote of Security Holders

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Economic Grant Agreement, dated as of May 14, 2025, by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda. and FINANCIADORA DE ESTUDOS E PROJETOS - Finep. (English Translation)

Reference No. 1554/24 MCTI/FINEP/FNDCT PUBLIC SELECTION Economic Grant to Innovation in Continuous Flow Mais Inovação Brasil – Aviação Sustentável ECONOMIC GRANT AGREEMENT (Law no. 10.973/2004 and Decree No. 9.283/2018) FINANCIADORA DE ESTUDOS E PROJETOS – FINEP CONTRACT INSTRUMENT CODE NO. 03.25.0403.00 FINANCIADORA DE ESTUDOS E PROJETOS - FINEP, a federal public company, linked to the Ministry o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Skadden, Arps, Slate, Meagher & Flom llp

Skadden, Arps, Slate, Meagher & Flom llp One Manhattan West New York, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING,

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): May 12, 2025 EVE HOLDING, INC. (E

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As confidentially submitted with the Securities and Exchange Commission on May 12, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

As confidentially submitted with the Securities and Exchange Commission on May 12, 2025.

May 12, 2025 Eve Air Mobility First Quarter 2025 Result eveairmobility.com

May 12, 2025 Eve Air Mobility First Quarter 2025 Result eveairmobility.com Financial Highlights Eve Air Mobility is an aerospace company dedicated to the development of an eVTOL (electric Vertical Takeoff and Landing) aircraft and the Urban Air Mobility (UAM) ecosystem that includes aircraft development, Services & Support solutions – TechCare and Vector, an Urban Air Traffic Management (Urban ATM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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Eve Holding, Inc. Insider Trading Policy

Exhibit 19.1 Eve Holding, Inc. Insider Trading Policy Adopted on August 2nd, 2024 In the course of conducting the business of Eve Holding, Inc. (together with its subsidiaries, the “Company”), you may come into possession of material information about the Company, Embraer S.A. (“Embraer”) or other entities that is not available to the investing public (referenced herein as “material nonpublic info

Opinion on the Consolidated Financial Statements Basis for Opinion

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC.

Eve Air Mobility Fourth Quarter and FY2024 Results

Eve Air Mobility Fourth Quarter and FY2024 Results Year in Review Eve Air Mobility accomplished several milestones on our journey to shape the global Urban Air Mobility (UAM) ecosystem in 2024.

First Amendment, dated October 8, 2024, to the Loan Agreement, dated as of January 23, 2023, by and between EVE Soluções de Mobilidade Aérea Urbana, Ltda. and Banco Nacional de Desenvolvimento.

Exhibit 10.43 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] AMENDMENT No. 01 TO THE FINANCING AGREEMENT THROUGH CREDIT LINE No. 22.2.0354.1, OF JANUARY 19, 2023, ENTERED INTO BETWEEN THE BRAZILIAN DEVELOPMENT BANK FOR ECONOMIC AND SOC

First Amendment, dated October 24, 2024, to the Supply Agreement, effective as of May 22, 2023, by and between EVE UAM, LLC., Embraer S.A., and SOCIETE DUC (t/a DUC Hélices Propellers).

Exhibit 10.44 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] FIRST AMENDMENT TO THE SUPPLY AGREEMENT GDN0097-23 (THIS DOCUMENT REFERENCE CW2283269) This First Amendment (“Amendment”) is made and entered to be effective as of the Octobe

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 22, 2024 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission Fil

Financing Agreement, dated as of November 21, 2024, by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda.and Banco Nacional de Desenvolvimento Econômico e Social – BNDES.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Eve Air Mobility Third Quarter 2024 Results November 4, 2024 eveairmobility.com ..com

Eve Air Mobility Third Quarter 2024 Results November 4, 2024 eveairmobility.com ..com Eve Holding, Inc. Third Quarter 2024 Financial Highlights Eve Air Mobility is an aerospace company dedicated to the development of an eVTOL (electric Vertical Takeoff and Landing) aircraft and the Urban Air Mobility (UAM) ecosystem that includes aircraft development, Customer Services and Vector, an Urban Air Tra

Amendment, effective September 17, 2024, to the Master Services Agreement, dated as of December 14, 2021, by and between Atech Negócios em Tecnologias S.A and EVE UAM, LLC.

Exhibit 10.6 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***]. AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN ATECH Negócios em Tecnologias S.A. AND EVE UAM, LLC THIS Amendment to the Master Services Agreement (“Amendment”) is made a

First Amendment, dated August 15, 2024, to the Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and Nidec Aerospace LLC.

Exhibit 10.5 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] FIRST AMENDMENT TO THE SUPPLY AGREEMENT (GND0132-23) FOR THE EVE-100 PROGRAM (THIS DOCUMENT REFERENCE GDN0012-24) This [First] Amendment (“Amendment”) is made and entered to b

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): November 4, 2024 EVE HOLDING, INC

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Fourth Amendment, dated September 9, 2024, to the Master Services Agreement, dated as of December 14, 2021, by and between Embraer S.A. and EVE UAM, LLC.

Exhibit 10.4 CONFIDENTIAL Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] FOURTH AMENDMENT [VEI0039-24] TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC THIS Fourth Amendment [VEI0039-24] (“Amendment 4”) to the Mas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDI

Financing Agreement, dated as of October 7, 2024, by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda., Embraer S.A. as intervening party, and Banco Nacional de Desenvolvimento Econômico e Social – BNDES.

Exhibit 10.2 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] FINANCING AGREEMENT No. [***], BETWEEN THE BRAZILIAN DEVELOPMENT BANK - BNDES AND EVE SOLUÇÕES DE MOBILIDADE AÉREO URBANA LTDA., WITH THE INTERVENTION OF THIRD PARTIES, AS FOL

Credit Agreement, dated as of October 29, 2024, by and among Eve Holding, Inc., EVE UAM, LLC and Citibank, N.A.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): October 29, 2024 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission File

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): October 22, 2024 EVE HOLDING, INC

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): October 22, 2024 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission File

Training Services Agreement, dated as of October 22, 2024, by and between EVE UAM, LLC and Embraer CAE Training Services, LLC.

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 10, 2024 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission File

Financing Agreement, dated as of October 7, 2024, by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda., Embraer S.A. as intervening party, and Banco Nacional de Desenvolvimento Econômico e Social – BNDES.

Exhibits 10.1 FINANCING AGREEMENT No. [***], BETWEEN THE BRAZILIAN DEVELOPMENT BANK - BNDES AND EVE SOLUÇÕES DE MOBILIDADE AÉREO URBANA LTDA., WITH THE INTERVENTION OF THIRD PARTIES, AS FOLLOWS: THE BRAZILIAN DEVELOPMENT BANK -BNDES, hereinafter referred to as BNDES, a federal public corporation, with its registered office in Brasília, Federal District, and its services in this city, at Avenida Re

EVEX / Eve Holding, Inc. / Embraer Aircraft Holding, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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,

Subscription Agreement, dated as of June 28, 2024, between the Issuer and EAH.

EX-99.1 2 ex99-1.htm EX-99.1 Subscription Agreement, dated as of June 28, 2024, between the Issuer and EAH.

EVEX / Eve Holding, Inc. / Embraer Aircraft Holding, Inc. - SC 13D/A Activist Investment

SC 13D/A 1 erj20240906sc13da.htm SC 13D/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, 850

Warrant Agreement, dated as of June 28, 2024, between the Issuer and EAH.

Warrant Agreement, dated as of June 28, 2024, between the Issuer and EAH.

Warrant Agreement, dated as of June 28, 2024, between the Issuer and EAH.

EX-99.2 3 ex99-2.htm EX-99.2 Warrant Agreement, dated as of June 28, 2024, between the Issuer and EAH.

EVEX / Eve Holding, Inc. / EMBRAER S.A. - SC 13D/A Activist Investment

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,

EVEX / Eve Holding, Inc. / EMBRAER S.A. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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,

Subscription Agreement, dated as of June 28, 2024, between the Issuer and EAH.

Subscription Agreement, dated as of June 28, 2024, between the Issuer and EAH.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement EVE HOLDING, INC. (Name of Regi

Eve Air Mobility Second Quarter 2024 Results August 6, 2024eveairmobility.com

Eve Air Mobility Second Quarter 2024 Results August 6, 2024eveairmobility.com Eve Holding, Inc.Second Quarter 2024Financial HighlightsEve Air Mobility is an aerospace company dedicated to the development of an eVTOL (electric Vertical Takeoff and Landing) aircraft and the Urban Air Mobility (UAM) ecosystem that includes aircraft development, Service & Operations Solutions and Vector, an Urban Air

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): August 6, 2024 EVE HOLDING, INC.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, I

PROSPECTUS Shares of Common Stock, Preferred Stock and Warrants by Eve Holding, Inc. 45,548,481 Shares of Common Stock Underlying Warrants by Eve Holding, Inc. 317,715,214 Shares of Common Stock and 14,250,000 Private Placement Warrants to Purchase S

Filed Pursuant to Rule 424(b)(5) Registration No. 333-281021 PROSPECTUS $500,000,000 Shares of Common Stock, Preferred Stock and Warrants by Eve Holding, Inc. 45,548,481 Shares of Common Stock Underlying Warrants by Eve Holding, Inc. 317,715,214 Shares of Common Stock and 14,250,000 Private Placement Warrants to Purchase Shares of Common Stock by Selling Securityholders Eve Holding, Inc. (formerly

1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (the “Issua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement EVE HOLDING, INC. (Name of Regi

EVE HOLDING, INC. 1400 General Aviation Drive Melbourne, FL 32935 (321) 751-5050

EVE HOLDING, INC. 1400 General Aviation Drive Melbourne, FL 32935 (321) 751-5050 July 31, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.C. 20549 Attn: Bradley Ecker RE: Eve Holding, Inc. (the “Company”)  Registration Statement on Form S-3  File No. 333-281021 Dear Mr. Ecker: Pursuant to Rule 461 under t

LETTER

July 30, 2024 Eduardo Coutu Chief Financial Officer Eve Holding, Inc. 1400 General Aviation Drive Melbourne, FL 32935 Re: Eve Holding, Inc. Registration Statement on Form S-3 Filed on July 26, 2024 File No. 333-281021 Dear Eduardo Coutu: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelera

1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (the “Issua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement EVE HOLDING, INC. (Name of Regi

As filed with the Securities and Exchange Commission on July 25, 2024

As filed with the Securities and Exchange Commission on July 25, 2024 Registration No.

Filing Fee Table(b)

Calculation of Filing Fee Tables Form S-3 (Form Type) EVE HOLDING, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward For

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 16 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated July 18, 2024 (the “Supplement”), supplements the prospectus, dated April 26,

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 15 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated June 28, 2024 (the “Supplement”), supplements the prospectus, dated April 26,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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Form of Warrant Exchange Agreement by and among Eve Holding, Inc. and investors.

Exhibit 10.3 FORM OF WARRANT EXCHANGE AGREEMENT1 THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) entered into on June 28, 2024, is by and between Eve Holding, Inc., a Delaware corporation (the “Company”), and the holder set forth on the signature page hereto (“Holder”). RECITALS WHEREAS, Holder currently holds [a] warrant[s] to purchase up to [●] shares of common stock, par value $0.001 per sha

Eve Air Mobility Announces $94M New Equity to Support eVTOL Development

Exhibit 99.1 Eve Air Mobility Announces $94M New Equity to Support eVTOL Development New capital financing includes equity injection participation from large strategic industrial companies and diversified investors Net proceeds, along with existing cash and long-term credit lines, position company for future success MELBOURNE, Fla. – July 1 2024 – Eve Air Mobility ("Eve") (NYSE: EVEX; EVEXW), a gl

Form of Subscription Agreement by and among Eve Holding, Inc. and investors.

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT1 This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 28, 2024, by and between Eve Holding, Inc. (the “Issuer”), and the subscriber party set forth on the signature page hereto (“Subscriber”). WHEREAS, Subscriber desires to subscribe for and purchase from the Issuer [●] shares (the “Acquired Shares”) of the Issuer’s common

Form of Warrant Agreement by and among Eve Holding, Inc. and investors.

Exhibit 10.2 FORM OF WARRANT AGREEMENT1 THIS WARRANT AGREEMENT, dated as of June 28, 2024 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Eve Holding, Inc., a Delaware corporation (the “Company”), and [●], a [●] corporation (the “Warrantholder”). WHEREAS, on [●], the Warrantholder or one of its Affiliates (as defined below), EVE UAM, LLC, a l

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 14 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated May 24, 2024 (the “Supplement”), supplements the prospectus, dated April 26,

Submission of Matters to a Vote of Security Holders

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EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 13 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated May 7, 2024 (the “Supplement”), supplements the prospectus, dated April 26, 2

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): May 7, 2024 EVE HOLDING, INC. (Ex

0001823652 false 0001823652 us-gaap:CommonStockMember 2023-03-16 2023-03-16 0001823652 us-gaap:WarrantMember 2023-03-16 2023-03-16 0001823652 2023-03-16 2023-03-16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Eve Air Mobility First Quarter 2024 Results May 07, 2024

Eve Air Mobility First Quarter 2024 Results May 07, 2024 Eve Holding, Inc. First Quarter 2024 Financial Highlights Eve Air Mobility is an aerospace company dedicated to the development of an eVTOL (electric Vertical Takeoff and Landing) aircraft and the Urban Air Mobility (UAM) ecosystem that includes the aircraft development, Service & Operations Solutions and an Urban Air Traffic Management (Urb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING,

U.S. SECURITIES AND EXCHANGE COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Addi

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC.

U.S. SECURITIES AND EXCHANGE COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Addi

Eve Holding, Inc. Clawback Policy

Exhibit 97.1 EVE HOLDING, INC. Clawback Policy (Modified on December 1st, 2023) Background Eve Holding, Inc. (the “Company”), with the approval of the Board of Directors (the “Board”), has adopted this Clawback Policy (this “Policy”), in the interest of promoting effective corporate governance, promoting accountability and promoting transparent and honest behavior by ensuring that incentive compen

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 8, 2024 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 Nu

Opinion on the Consolidated Financial Statements Basis for Opinion

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC.

First Amendment, dated as of July 12, 2023, to the Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and BAE Systems Controls Inc.

Exhibit 10.26 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. FIRST AMENDMENT TO THE SUPPLY AGREEMENT GDN0094-23 THIS DOCUMENT REFERENCE GDN0163-23 This First Amendment (“Amendment”) is made and entered to be effective as of the July 12th, 2023 (“Effec

First Amendment, effective as of August 1, 2023, to the Loan Agreement, dated as of August 1, 2022, by and between EVE UAM, LLC and Embraer Aircraft Holding, Inc.

Exhibit 10.32 FIRST AMENDMENT TO THE INTERCOMPANY LOAN This amendment (“First Amendment”) is made and entered to be effective at August 1, 2023 (“Effective Date”), by and between Eve UAM, LLC, a Delaware limited liability company with its principal place of business in Florida (“Eve” or “Lender”) and EMBRAER AIRCRAFT HOLDING, INC, a Delaware corporation with its principal place of business in Flor

Second Amendment, dated as of December 20, 2023, to the Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and BAE Systems Controls Inc.

Exhibit 10.27 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SECOND AMENDMENT TO THE SUPPLY AGREEMENT GDN0094-23 THIS DOCUMENT REFERENCE GDN0328-23 This Second Amendment (“Amendment”) is made and entered to be effective as of the 20th of December, 202

Opinion on the Consolidated Financial Statements Basis for Opinion

Prospectus Supplement No. 12 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated March 8, 2024 (the “Supplement”), supplements the prospectus, dated April 26,

Eve Air Mobility Fourth Quarter & FY 2023 Results March 8, 2024

Eve Air Mobility Fourth Quarter & FY 2023 Results March 8, 2024 Eve Holding, Inc. Fourth Quarter & FY2023 Year in review Eve Air Mobility accomplished several milestones on our journey to shape the global Urban Air Mobility (UAM) ecosystem in 2023. With suppliers of flight-critical components selected for our eVTOL, we defined its final architecture. The DNA of our aircraft remains unchanged with

Loan Agreement, dated as of August 1, 2022, by and between EVE UAM, LLC and Embraer Aircraft Holding.

Exhibit 10.31 INTERCOMPANY LOAN This Intercompany Loan (“Agreement”) is made this August 1, 2022, by and between: Eve UAM, LLC. a Delaware corporation with its principal place of business in Florida (“Lender”); and EMBRAER AIRCRAFT HOLDING, INC, a Delaware corporation with its principal place of business in Florida (“Borrower”). NOW THEREFORE, Lender and Borrower (“Parties”) agree as follows: FIRS

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 11 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated January 16, 2024 (the “Supplement”), supplements the prospectus, dated April

Separation Agreement by and among Eve Holding, Inc. and Gerard DeMuro, dated January 15, 2024.

Exhibits 10.1 Eve Holding, Inc. January 15, 2024 Gerard J. DeMuro [email protected] RE: Letter Agreement Dear Mr. DeMuro: This letter agreement (this “Letter Agreement”) between you and Eve Holding, Inc. (the “Company”) sets forth the terms of your termination of employment, and resignation from all positions with the Company (other than as a member of the Board of Directors of the Company

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 15, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDI

Eve Air Mobility Third Quarter 2023 Results November 07, 2023 eveairmobility.com

Eve Air Mobility Third Quarter 2023 Results November 07, 2023 eveairmobility.com Eve Holding, Inc. Third Quarter 2023 Financial highlights Eve is a pre-operational company dedicated to the development of an eVTOL (electric Vertical Takeoff and Landing) aircraft and the Urban Air Mobility (UAM) ecosystem that includes the aircraft development, air traffic management systems and services and support

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 10 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated November 7, 2023 (the “Supplement”), supplements the prospectus, dated April

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 25, 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

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 9 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated October 31, 2023 (the “Supplement”), supplements the prospectus, dated April 2

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 8 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated October 13, 2023 (the “Supplement”), supplements the prospectus, dated April 2

Supply Agreement, effective as of August 31, 2023, by and between EVE UAM, LLC. and Embraer S.A.

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] SUPPLY AGREEMENT REFERENCE GDN0181-23 / GBC0010-23 between EVE UAM, LLC and EMBRAER S.A. for EVE-100 PROGRAM 1 SUPPLY AGREEMENT REFERENCE GDN0181-23 / GBC0010-23 This Supply A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 9, 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

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 7 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated October 04, 2023 (the “Supplement”), supplements the prospectus, dated April 2

Employment Agreement by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda., Eve Holding, Inc. and Johann Bordais, dated September 29, 2023.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of September 29th, 2023 (the “Effective Date”), by and among Eve Soluções de Mobilidade Aérea Urbana Ltda. (the “Company”) and Eve Holding, Inc. (“Eve Holding” and, together with its subsidiaries, the “Company Group”), and Johann Christian Jean Charles Bordais (“Executive” and, together with

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): September 29, 2023 EVE HOLDING, I

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Second Amendment, dated as of June 30, 2023, to the Master Services Agreement, dated as of December 14, 2021, by and between Embraer S.A and EVE UAM, LLC.

Exhibit 10.4 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. SECOND AMENDMENT TO THE MASTER SERVICES AGREEMENT BETWEEN EMBRAER S.A. AND EVE UAM, LLC THIS Second Amendment (“Amendment 2”) to the Master Services Agreement between Embraer S.A. and Eve UAM

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, I

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 6 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated August 8, 2023 (the “Supplement”), supplements the prospectus, dated April 26,

Press release, dated August 8, 2023, issued by Eve Holding, Inc.

Eve Air Mobility Announces Johann Bordais as Chief Executive Officer

Eve Air Mobility Announces Johann Bordais as Chief Executive Officer MELBOURNE, Fla.

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 5 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated August 4, 2023 (the “Supplement”), supplements the prospectus, dated April 26,

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): July 31, 2023 EVE HOLDING, INC. (

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EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 4 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated June 30, 2023 (the “Supplement”), supplements the prospectus, dated April 26,

Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and Nidec Aerospace LLC.

Exhibit 10.3 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] SUPPLY AGREEMENT REFERENCE GDN0132-23 between EVE UAM, LLC and EMBRAER S.A. and Nidec Aerospace LLC for EVE-100 PROGRAM 1 SUPPLY AGREEMENT REFERENCE GND0132-23 This Supply Agr

Supply Agreement, effective as of May 22, 2023, by and between EVE UAM, LLC., Embraer S.A., and SOCIETE DUC (t/a DUC Hélices Propellers).

Exhibit 10.2 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] SUPPLY AGREEMENT REFERENCE GDN0097-23 between EVE UAM, LLC and EMBRAER S.A. and SOCIETE DUC (t/a DUC Hélices Propellers) for EVE-100 PROGRAM 1 SUPPLY AGREEMENT REFERENCE GDN00

Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and BAE Systems Controls Inc.

Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted Information is indicated by [***] SUPPLY AGREEMENT REFERENCE GDN0094-23 between EVE UAM, LLC and EMBRAER S.A. and BAE SYSTEMS CONTROLS INC. for EVE-100 PROGRAM 1 SUPPLY AGREEMENT REFERENCE GDN0094-23 This Supp

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): June 16, 2023 EVE HOLDING, INC. (

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): June 16, 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): May 24, 2023 EVE HOLDING, INC. (Exact name of Registrant as specified in its charter) Delaware 333-265337 85-2549808 (State or other jurisdiction of incorporation or organization) (Co

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 3 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated May 26, 2023 (the “Supplement”), supplements the prospectus, dated April 26, 2

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): May 9, 2023 EVE HOLDING, INC. (Ex

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): May 9, 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 Numb

Eve Air Mobility First Quarter 2023 Results May 9, 2023 eveairmobility.com

Eve Air Mobility First Quarter 2023 Results May 9, 2023 eveairmobility.com Eve Holding, Inc. First Quarter 2023 Financial highlights Eve is a pre-operational company dedicated to the development of an eVTOL (electric Vertical Takeoff and Landing) aircraft and the Urban Air Mobility (UAM) ecosystem that includes the aircraft development, air traffic management systems and services and support. Eve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING,

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 2 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated May 9, 2023 (the “Supplement”), supplements the prospectus, dated April 26, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3970

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 1 (to Prospectus dated April 26, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated May 4, 2023 (the “Supplement”), supplements the prospectus, dated April 26, 20

Description of Securities.

EXHIBIT 4.3 DESCRIPTION OF SECURITIES The following description of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read the applicable provisions of Delaware law, our second amended and restated certificate of incorporation (the “Charter”) and our second amended and restated bylaws (the “Bylaws”) in thei

PROSPECTUS FOR 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS EVE HOLDING, INC.

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 PROSPECTUS PROSPECTUS FOR 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF EVE HOLDING, INC. This prospectus relates to the issuance by us of up to 66,845,072 shares of common stock, comprising (i) the shares of c

Calculation of Filing Fee Tables

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Eve Holding, Inc.

As filed with the Securities and Exchange Commission on April 19, 2023 Registration No. 333-265337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Sec

Table of Contents As filed with the Securities and Exchange Commission on April 19, 2023 Registration No.

U.S. SECURITIES AND EXCHANGE COMMISSION

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Addi

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC.

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 3 (to Prospectus dated January 18, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated March 23, 2023 (the “Supplement”), supplements the prospectus, dated January

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC.

Description of Securities.

EXHIBIT 4.3 DESCRIPTION OF SECURITIES The following description of the material terms of our securities is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read the applicable provisions of Delaware law, our second amended and restated certificate of incorporation (the “Charter”) and our second amended and restated bylaws (the “Bylaws”) in thei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ T

NT 10-K Commission File Number: 001-39704 CUSIP: 29970N104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Eve Air Mobility Fourth Quarter and FY 2022 Results March 16, 2023 eveairmobility.com

Eve Air Mobility Fourth Quarter and FY 2022 Results March 16, 2023 eveairmobility.

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): March 16, 2023 EVE HOLDING, INC.

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): March 16, 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 N

EVEX / Eve Holding Inc / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d461858dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* EVE HOLDING, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29970N104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

EVEX / Eve Holding Inc / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235349-31sc13ga.htm SC 13G/A 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 t

JOINT FILING AGREEMENT

EX-99.3 4 tm235349-31ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm235349-31ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm235349-31ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

EVEX / Eve Holding Inc / BASSO CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 brhc10046567sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Eve Holding, Inc.** (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) Chec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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.

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 2 (to Prospectus dated January 18, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated February 7, 2023 (the “Supplement”), supplements the prospectus, dated Janua

EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS

Prospectus Supplement No. 1 (to Prospectus dated January 18, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265337 EVE HOLDING, INC. 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS This Prospectus Supplement, dated January 27, 2023 (the “Supplement”), supplements the prospectus, dated Janua

Loan Agreement, dated as of January 23, 2023, by and between EVE Soluções de Mobilidade Aérea Urbana, Ltda. and Banco Nacional de Desenvolvimento Econômico e Social – BNDES (English Translation).

Exhibit 10.1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. FINANCING AGREEMENT THROUGH CREDIT LINE No. [***], ENTERED INTO BETWEEN THE BRAZILIAN DEVELOPMENT BANK - BNDES AND EVE SOLUÇÕES DE MOBILIDADE AÉREO URBANA LTDA., AS STATED BELOW: The BRAZILIA

Loan Agreement, dated as of January 23, 2023, by and between EVE Soluções de Mobilidade Aérea Urbana, Ltda. and Banco Nacional de Desenvolvimento Econômico e Social – BNDES

Exhibit 10.1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. FINANCING AGREEMENT THROUGH CREDIT LINE No. [***], ENTERED INTO BETWEEN THE BRAZILIAN DEVELOPMENT BANK - BNDES AND EVE SOLUÇÕES DE MOBILIDADE AÉREO URBANA LTDA., AS STATED BELOW: The BRAZILIA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 23, 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

Eve Holding, Inc. 2022 Stock Incentive Plan

Exhibit 10.1 EVE HOLDING, INC. 2022 STOCK INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Eve Holding, Inc. 2022 Stock Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected Officers, Employees, Non-Employee Directors and Consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential t

As filed with the Securities and Exchange Commission on January 25, 2023

As filed with the Securities and Exchange Commission on January 25, 2023 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form type) Eve Holding, Inc.

PROSPECTUS FOR 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS EVE HOLDING, INC.

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-265337 PROSPECTUS FOR 319,264,425 SHARES OF COMMON STOCK 14,250,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 66,845,072 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF EVE HOLDING, INC. This prospectus relates to the issuance by us of up to 66,845,072 shares of common stock, comprising (i) the shares of common stock, par

EVE HOLDING, INC. 1400 General Aviation Drive Melbourne, FL 32935 January 18, 2023

CORRESP 1 filename1.htm EVE HOLDING, INC. 1400 General Aviation Drive Melbourne, FL 32935 January 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Evan Ewing Jay Ingram Re: Eve Holding, Inc. Registration Statement on Form S-1 (File No. 333-265337) Dear Mr. Ewing and Mr. Ingram: Pu

As filed with the Securities and Exchange Commission on January 13, 2023 Registration No. 333-265337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act o

Table of Contents As filed with the Securities and Exchange Commission on January 13, 2023 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Eve Holding, Inc.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FR

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

LETTER

United States securities and exchange commission logo January 4, 2023 Fl via Pavie General Counsel Eve Holding, Inc.

As filed with the Securities and Exchange Commission on December 23, 2022 Registration No. 333-265337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act

Table of Contents As filed with the Securities and Exchange Commission on December 23, 2022 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 23, 2022 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39704 85-2549808 (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC. (Exac

Eve Air Mobility Third Quarter 2022 Results December 23, 2022

Eve Air Mobility Third Quarter 2022 Results December 23, 2022 Eve Holding, Inc. Third Quarter 2022 3Q2022 financial highlights Eve reported a net loss of $36.7 million in 3Q22 versus $3.8 million in 3Q21 driven by higher Research & Development (R&D) expenses and Selling, General & Administrative (SG&A) costs as well as non-cash charges related to warrant expenses of $17.4 million. Our R&D efforts

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 CU

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.

The Reorganization COVID-19 Pandemic 2.Restatement of Previously Reported Financial Statements 4.Summary of Significant Accounting Policies Basis of Presentation Functional and reporting currency Use of Estimates Cash and Cash Equivalents Fair Value

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors of Embraer Aircraft Holdings, Inc and Shareholder of The Urban Air Mobility Business of Embraer S.A. Opinion on the Financial Statements We have audited the accompanying combined balance sheets of The Urban Air Mobility Business of Embraer S.A. (the ?Company?) as of December 31, 2021 and 2020, and the re

Financial Statements and Exhibits

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Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

false 0001823652 0001823652 2022-05-09 2022-05-09 0001823652 dei:FormerAddressMember 2022-05-09 2022-05-09 0001823652 us-gaap:CommonStockMember 2022-05-09 2022-05-09 0001823652 us-gaap:WarrantMember 2022-05-09 2022-05-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

EVE UAM, LLC (Former UAM Business of Embraer S.A.) Unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2022 and 2021

Exhibit 99.4 EVE UAM, LLC (Former UAM Business of Embraer S.A.) Unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2022 and 2021 Unaudited Condensed Consolidated Financial Statements: 3 Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 4 Unaudited Condensed Consolidated Statements of Compre

EXPLANATORY NOTE TO EXHIBIT 99.4

Exhibit 99.3 EXPLANATORY NOTE TO EXHIBIT 99.4 Eve Holding, Inc. (the ?Company?) is filing this Amendment No. 1 on Form 8-K/A (this ?Amendment No. 1?) to amend the Company?s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the ?SEC?) on May 13, 2022 (the ?Original Form 8-K?) to restate (i) the Audited Combined Financial Statements of the Urban Air Mobility Business

EVE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.7 EVE?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capitalized terms used and not defined herein or in the Current Report on Form 8-K to which this Exhibit 99.7 relates (this ?Current Report on Form 8-K?) have the meanings given to them in the Proxy Statement. The following discussion and analysis provide information that Eve?s management belie

EVE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.6 EVE?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read together with, and is qualified in its entirety by reference to the historical audited annual combined financial statements of the UAM Business as of December 31, 2021, 2020 and 2019 and for each of the years ended December 31, 2021, 2020 and

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2022 (in thousands) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDE

Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Capitalized terms used and not defined herein or in the Current Report on Form 8-K to which this Exhibit 99.4 relates (this ?Current Report on Form 8-K?) have the meanings given to them in the definitive proxy statement filed by Zanite Acquisition Corp. with the U.S. Securities and Exchange Commission on April 13, 2022 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDIN

EXPLANATORY NOTE TO EXHIBIT 99.2

Exhibit 99.1 EXPLANATORY NOTE TO EXHIBIT 99.2 Eve Holding, Inc. (the ?Company?) is filing this Amendment No. 1 on Form 8-K/A (this ?Amendment No. 1?) to amend the Company?s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the ?SEC?) on May 13, 2022 (the ?Original Form 8-K?) to restate (i) the Audited Combined Financial Statements of the Urban Air Mobility Business

The Reorganization COVID-19 Pandemic 2.Restatement of Previously Reported Financial Statements 4.Summary of Significant Accounting Policies Basis of Presentation Functional and reporting currency Use of Estimates Cash and Cash Equivalents Fair Value

EX-99.2 8 ex9922.htm EXHIBIT 99.2 Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors of Embraer Aircraft Holdings, Inc and Shareholder of The Urban Air Mobility Business of Embraer S.A. Opinion on the Financial Statements We have audited the accompanying combined balance sheets of The Urban Air Mobility Business of Embraer S.A. (the “Company”) as of Dece

Financial Statements and Exhibits

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): November 22, 2022 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission Fil

Receives Expected Notice from N

Exhibit 99.1 Eve Receives Expected Notice from NYSE Related to Delayed Filing of Quarterly Report on Form 10-Q MELBOURNE, Fla., November 29, 2022/PRNewswire/ ? Eve Holding, Inc. (the ?Company? or ?Eve?) (NYSE: EVEX; EVEXW) today announced that as previously disclosed in the Company?s Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission (?SEC?) on November 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23 , 2022 (September 23, 2022) EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 001-39704 NOTIFICATION OF LATE FILING CUSIP Number 29970N104 (Check One):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: March 31, 2021  Transition Report on Form 10-K  Transition Report on Form 20-F  Transition Report on Form 11-K  Transi

Current Report

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): September 23, 2022 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission Fi

Subscription Agreement, dated as September 1, 2022, by and between Eve Holding, Inc. and United Airlines Ventures, Ltd.

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on September 1, 2022, by and between Eve Holding, Inc. (the ?Issuer?), and the subscriber party set forth on the signature page hereto (?Subscriber?). WHEREAS, Subscriber desires to subscribe for and purchase from the Issuer 2,039,353 shares (the ?Acquired Shares?) of the Issuer?s common

United Invests Another $15 Million in Electric Flying Taxi Market with Eve Airline Signs Purchase Agreement for up to 400 eVTOL Aircraft from Eve Aiming to Revolutionize Commuter Experience in Cities Around the World

Exhibit 99.1 United Invests Another $15 Million in Electric Flying Taxi Market with Eve Airline Signs Purchase Agreement for up to 400 eVTOL Aircraft from Eve Aiming to Revolutionize Commuter Experience in Cities Around the World CHICAGO, September 8, 2022 ? United today announced a $15 million investment in Eve Air Mobility and a conditional purchase agreement for 200 four-seat electric aircraft

Warrant Agreement, dated as September 1, 2022, by and between Eve Holding, Inc. and United Airlines Ventures, Ltd.

Exhibit 10.2 WARRANT AGREEMENT THIS WARRANT AGREEMENT, dated as of September 1, 2022 (as amended, supplemented or otherwise modified from time to time, this ?Agreement?), is by and between Eve Holding, Inc., a Delaware corporation (the ?Company?), and United Airlines Ventures, Ltd., a Cayman Islands company (the ?Warrantholder?). WHEREAS, on the date hereof, the Warrantholder entered into a subscr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): September 1, 2022 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission Fil

As filed with the Securities and Exchange Commission on August 24, 2022 Registration No. 333-265337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of

Table of Contents As filed with the Securities and Exchange Commission on August 24, 2022 Registration No.

ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000

CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO August 24, 2022 BY EDGAR U.S. Se

LETTER

United States securities and exchange commission logo August 10, 2022 Fl via Pavie General Counsel Eve Holding, Inc.

Eve Air Mobility Second Quarter 2022 Results August 4, 2022 eveairmobility.com EVEX LISTED NYSE

Eve Air Mobility Second Quarter 2022 Results August 4, 2022 eveairmobility.com EVEX LISTED NYSE Eve Holding, Inc. Second Quarter 2022 Eve ready for a new chapter Eve Holding, Inc. (?Eve?) (NYSE: EVEX and EVEXW) is a leading developer of next-generation Urban Air Mobility (UAM) solutions. Our goal is to create a comprehensive, practical and capital-efficient UAM solution that includes: ? Design and

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2022 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39704 EVE HOLDING, INC. (Exact nam

ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000

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As filed with the Securities and Exchange Commission on July 29, 2022 Registration No. 333-265337 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1

Table of Contents As filed with the Securities and Exchange Commission on July 29, 2022 Registration No.

LETTER

United States securities and exchange commission logo June 27, 2022 Fl via Pavie General Counsel Eve Holding, Inc.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Eve Holding, Inc.

As filed with the Securities and Exchange Commission on May 31, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 EVE HOLDING, INC. (Exa

Table of Contents As filed with the Securities and Exchange Commission on May 31, 2022 Registration No.

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.

FORM OF PUT OPTION AGREEMENT1

EX-6 Exhibit 6 FORM OF PUT OPTION AGREEMENT1 This put option agreement (this “Agreement”) is made and entered as of December 21, 2021, by and between Embraer Aircraft Holding Inc.

EVEX / Eve Holding Inc / Embraer Aircraft Holding, Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 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, S?o Paulo,

EVE UAM, LLC (Former UAM Business of Embraer S.A.) Unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2022 and 2021 Unaudited Condensed Consolidated Financial Statements: Unaudited Condensed Consolida

Exhibit 99.3 EVE UAM, LLC (Former UAM Business of Embraer S.A.) Unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 31, 2022 and 2021 Unaudited Condensed Consolidated Financial Statements: Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 and Consolidated Balance Sheet as of December 31, 2021 F-2 Unaudited Condensed Consolidated State

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated as of May 13, 2022.

Exhibit 16.2 May 13, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read the statements of EVE Holding, Inc. (the ?Company?) included under Item 4.01(a) of its Form 8-K dated May 9, 2022, and we agree with such statements, except that we are not in a position to agree or disagree with the Company?s statem

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Capitalized terms used and not defined herein or in the Current Report on Form 8-K to which this Exhibit 99.4 relates (this ?Current Report on Form 8-K?) have the meanings given to them in the definitive proxy statement filed by Zanite Acquisition Corp. with the U.S. Securities and Exchange Commission on April 13, 2022 (

EVE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.1 EVE?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Capitalized terms used and not defined herein or in the Current Report on Form 8-K to which this Exhibit 99.1 relates (this ?Current Report on Form 8-K?) have the meanings given to them in the Proxy Statement. The following discussion and analysis provide information that Eve?s management belie

Amended and Restated Registration Rights Agreement dated as of May 9, 2022, by and among Embraer Aircraft Holding, Inc., Zanite Sponsor LLC and certain other parties thereto.

Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of May 9, 2022, is made and entered into by and among Eve Holding, Inc. (formerly known as Zanite Acquisition Corp.), a Delaware corporation (the ?Company?), Zanite Sponsor LLC, a Delaware limited liability company (the ?Sponsor?), Embraer Aircraft Ho

Tax Sharing Agreement, dated as of May 9, 2022, by and among Eve Holding, Inc. and Embraer Aircraft Holding, Inc.

Exhibit 10.4 TAX SHARING AGREEMENT This Tax Sharing Agreement (this ?Agreement?) is made and entered into as of May 9, 2022, by and between EMBRAER AIRCRAFT HOLDING, INC., a Delaware corporation (?Embraer U.S.?), for and on behalf of itself and each Embraer U.S. Affiliate (as defined below), and EVE HOLDING, INC., a Delaware corporation (the ?Company?), for and on behalf of itself and each Company

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

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): May 9, 2022 EVE HOLDING, INC. (Exact name of registrant as specified in its charter) Delaware 001-39704 85-2549808 (State or other jurisdiction of incorporation) (Commission File Numb

Amended and Restated Bylaws of Eve Holding, Inc., dated as of May 9, 2022.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF EVE HOLDING, INC. (A DELAWARE CORPORATION) TABLE OF CONTENTS Page Article I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 Article II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice 1 Section 5. Nature of Business at Meetings of Stockholders 2 Section 6

Stockholders Agreement, dated as of May 9, 2022, by and among Eve Holding, Inc., Embraer Aircraft Holding, Inc. and Zanite Sponsor LLC.

Exhibit 10.2 STOCKHOLDERS AGREEMENT This Stockholders Agreement (this ?Agreement?) is made and entered into as of May 9, 2022 (the ?Effective Date?), by and among Eve Holding, Inc., a Delaware corporation (the ?Company?), Embraer Aircraft Holding, Inc., a Delaware corporation (?EAH?), and, solely for purposes of Sections 2.1, 2.5(b), 2.10 and 4.4, Article VI and Article VIII, Zanite Sponsor LLC, a

Employment Agreement, dated as of September 14, 2021, by and among Eve Holding, Inc., Embraer Aircraft Holding, Inc., Embraer S.A. (solely with respect to Section 11 thereof) and Gerard J. DeMuro.

Exhibit 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of September 14, 2021 (the ?Effective Date?), by and among Embraer Aircraft Holding, Inc. (the ?Company?), together with its respective subsidiaries, and, on and after the Closing Date (as defined below), Newco (as defined below), the ?Company Group?) Embraer S.A. (?Embraer?) solely with res