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.C. 20549
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FORM 8-K/A
(Amendment No. 2)
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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 12, 2022 (May 9, 2022)
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EVE HOLDING, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39704
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85-2549808
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1400 General Aviation Drive
Melbourne, FL
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32935
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(Address of principal executive offices)
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(Zip Code)
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(321) 751-5050
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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EVEX
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The New York Stock Exchange
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Warrants, each whole warrant exercisable for one share of Common Stock
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EVEXW
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Eve Holding, Inc. (the “Company”) is filing this Amendment No. 2 on Form 8-K/A (this “Amendment No. 2”) to include the conformed signature block of PricewaterhouseCoopers LLP on the “Report of Independent Registered Public Accounting Firm” set forth on page 1 of the Audited Combined Financial Statements of the Urban Air Mobility Business of Embraer S.A. as of and for the periods ended December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, as restated, which was filed as Exhibit 99.2 to Amendment No. 1 to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on December 8, 2022 (“Amendment No. 1”). The signed report, dated December 7, 2022, was obtained by the Company prior to its filing of Amendment No. 1. The sole reason the Company is filing this Amendment No. 2 is because Amendment No. 1 inadvertently omitted the name and conformed signature of PricewaterhouseCoopers LLP. Except as set forth in this Amendment No. 2, Amendment No. 1 is unchanged.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired
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The audited combined financial statements of the Urban Air Mobility Business of Embraer S.A. as of and for the periods ended December 31, 2021 and December 31, 2020 and the related notes thereto, as restated, are attached as Exhibit 99.2 and are incorporated herein by reference.
The unaudited condensed combined financial statements of EVE UAM, LLC as of March 31, 2022, and for the three months ended March 31, 2022 and 2021 and the related notes thereto, as restated, are attached as Exhibit 99.4 and are incorporated herein by reference.
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(b)
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Pro forma financial information.
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Certain pro forma financial information of the Company, as restated, is attached as Exhibit 99.5 and is incorporated herein by reference.
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Exhibit
Number
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Description
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| 99.1* |
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Explanatory Note to Exhibit 99.2. |
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99.2
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Audited Combined Financial Statements of the Urban Air Mobility Business of Embraer S.A. as of and for the periods ended December 31, 2021 and 2020, as restated.
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| 99.3* |
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Explanatory Note to Exhibit 99.4. |
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99.4*
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Unaudited Condensed Consolidated Financial Statements of EVE UAM, LLC as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, as restated.
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99.5*
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Unaudited Pro Forma Consolidated Financial Information as of March 31, 2022, and for the twelve months ended December 31, 2021 and for the three months ended March 31, 2022, as restated
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| 99.6* |
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Eve’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the twelve months ended December 31, 2021, as restated. |
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| 99.7* |
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Eve’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of March 31, 2022 and for the three months ended March 31, 2022 and 2021, as restated. |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Previously filed with Amendment No. 1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned hereunto duly authorized.
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EVE HOLDING, INC.
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Date: December 12, 2022
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By:
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/s/ Gerard J. DeMuro
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Name:
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Gerard J. DeMuro
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Title:
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Co-Chief Executive Officer
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EVE HOLDING, INC.
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Date: December 12, 2022
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By:
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/s/ André Duarte Stein
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Name:
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André Duarte Stein
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Title:
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Co-Chief Executive Officer
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