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)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
** Formerly
known as Zanite Acquisition Corp.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
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NAMES OF REPORTING PERSONS
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BASSO SPAC FUND LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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BASSO MANAGEMENT, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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BASSO CAPITAL MANAGEMENT, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA, PN
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1
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NAMES OF REPORTING PERSONS
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BASSO GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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1
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NAMES OF REPORTING PERSONS
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HOWARD I. FISCHER
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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Item 1(a). |
Name of
Issuer:
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Eve
Holding, Inc. (the “Issuer”)
Item 1(b). |
Address of Issuer’s
Principal Executive Offices:
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1400 General
Aviation Dr., Melbourne, Florida 32935
Item 2(a). |
Name of Person
Filing
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This
Statement is filed on behalf of the following persons
(collectively, the “Reporting Persons”):
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i)
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Basso SPAC Fund LLC (“Basso
SPAC”);
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ii)
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Basso Management, LLC
(“Basso Management”);
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iii)
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Basso Capital Management,
L.P. (“BCM”);
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iv)
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Basso GP, LLC (“Basso GP”);
and
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v)
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Howard I. Fischer (“Mr.
Fischer”).
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This Statement
relates to Shares (as defined herein) directly beneficially owned
by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM
serves as the investment manager of Basso SPAC. Basso GP is the
general partner of BCM. Mr. Fischer is the principal portfolio
manager for Basso SPAC, the Chief Executive Officer and a Founding
Managing Partner of BCM, and a member of each of Basso Management
and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP
and Mr. Fischer may be deemed to indirectly beneficially own the
Shares reported herein.
Item 2(b). |
Address of
Principal Business Office or, if None, Residence:
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The
address of the principal business office of each of the Reporting
Persons is 1266 East Main Street, Fourth Floor, Stamford,
Connecticut 06902.
Each of Basso SPAC,
Basso Management, and Basso GP is a Delaware limited liability
company. BCM is a Delaware limited partnership. Mr. Fischer is a
citizen of the United States.
Item 2(d). |
Title of Class of
Securities:
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Common
Stock par value $0.001 per share
29970N104
Item 3. |
If This Statement
is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check
Whether the Person Filing is a:
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This Item
3 is not applicable.
Item 4(a). |
Amount Beneficially
Owned:
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As
of December 31, 2022, each of the Reporting Persons may be deemed
the beneficial owner of 0 Shares.
Item 4(b). |
Percent of
Class:
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As of
December 31, 2022, each of the Reporting Persons may be deemed the
beneficial owner of 0.0% of the Shares outstanding.
Item 4(c). |
Number of Shares as
to which such person has:
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(i) Sole power to vote or direct the
vote:
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0
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(ii) Shared power to vote or direct
the vote:
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0
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(iii) Sole power to dispose or direct
the disposition of:
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0
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(iv) Shared power to dispose or direct
the disposition of:
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0
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Item 5. |
Ownership of Five
Percent or Less of a Class:
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If this
statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check
the following ☒.
Item 6. |
Ownership of More
than Five Percent on Behalf of Another Person:
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This Item
6 is not applicable.
Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person:
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See
disclosure in Item 2 hereof.
Item 8. |
Identification and
Classification of Members of the Group:
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This Item
8 is not applicable.
Item 9. |
Notice of
Dissolution of Group:
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This Item
9 is not applicable.
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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BASSO SPAC
FUND LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Authorized Signatory
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BASSO
MANAGEMENT, LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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BASSO CAPITAL
MANAGEMENT, L.P.
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Chief Executive Officer &
Founding Managing Partner
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BASSO GP,
LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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HOWARD I.
FISCHER
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/s/ Howard I. Fischer
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February 10, 2023
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EXHIBIT INDEX
Ex.
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Page
No.
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A
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Joint Filing Agreement
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11
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JOINT
FILING AGREEMENT
The undersigned hereby agree that
the statement on Schedule 13G with respect to the common stock of
Eve Holding, Inc. dated as of February 10, 2023, is, and any
amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
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BASSO SPAC
FUND LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Authorized Signatory
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BASSO
MANAGEMENT, LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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BASSO CAPITAL
MANAGEMENT, L.P.
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Chief Executive Officer &
Founding Managing Partner
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BASSO GP,
LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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HOWARD I.
FISCHER
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/s/ Howard I. Fischer
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February 10, 2023
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