SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Eve Holding, Inc.
(formerly Zanite Acquisition Corp.)
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
29970N104
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the
Schedule is filed:
| ¨ |
Rule
13d-1(b) |
| x |
Rule 13d-1(c) |
| ¨ |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
|
CUSIP No. 29970N104
|
| |
1. |
Names of Reporting Persons
D. E. Shaw Valence Portfolios, L.L.C.
|
| |
2. |
Check the
Appropriate Box if a Member of a Group (See
Instructions) |
| |
|
(a) |
[ ] |
| |
|
(b)
|
[ ] |
| |
3. |
SEC Use Only
|
| |
4. |
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. |
Sole Voting Power
-0-
|
| |
|
|
6. |
Shared Voting Power
320,8801
|
| |
|
|
7. |
Sole Dispositive Power
-0-
|
| |
|
|
8. |
Shared Dispositive Power
320,8801
|
| |
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
320,8801
|
| |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
|
| |
11. |
Percent of Class Represented by Amount in Row (9)
0.1%2
|
| |
12. |
Type of Reporting Person (See Instructions)
OO
|
1 Consists of warrants exercisable into 320,880 shares
of Common Stock.
2 This
percentage figure is based upon 266,692,365 shares of Common Stock
outstanding, consisting of: (i) 266,371,485 shares of Common Stock
outstanding as of December 23, 2022 as reported in the Issuer’s
Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880
shares of Common Stock issuable upon exercise of
warrants.
|
CUSIP No. 29970N104
|
| |
1. |
Names of Reporting Persons
D. E. Shaw & Co., L.L.C.
|
| |
2. |
Check the
Appropriate Box if a Member of a Group (See
Instructions) |
| |
|
(a) |
[ ] |
| |
|
(b)
|
[ ] |
| |
3. |
SEC Use Only
|
| |
4. |
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. |
Sole Voting Power
-0-
|
| |
|
|
6. |
Shared Voting Power
320,8801
|
| |
|
|
7. |
Sole Dispositive Power
-0-
|
| |
|
|
8. |
Shared Dispositive Power
320,8801
|
| |
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
320,8801
|
| |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
|
| |
11. |
Percent of Class Represented by Amount in Row (9)
0.1%2
|
| |
12. |
Type of Reporting Person (See Instructions)
OO
|
1 Consists of warrants exercisable into 320,880 shares
of Common Stock.
2 This
percentage figure is based upon 266,692,365 shares of Common Stock
outstanding, consisting of: (i) 266,371,485 shares of Common Stock
outstanding as of December 23, 2022 as reported in the Issuer’s
Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880
shares of Common Stock issuable upon exercise of
warrants.
|
CUSIP No. 29970N104
|
| |
1. |
Names of Reporting Persons
D. E. Shaw & Co., L.P.
|
| |
2. |
Check the
Appropriate Box if a Member of a Group (See
Instructions) |
| |
|
(a) |
[ ] |
| |
|
(b)
|
[ ] |
| |
3. |
SEC Use Only
|
| |
4. |
Citizenship or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. |
Sole Voting Power
-0-
|
| |
|
|
6. |
Shared Voting Power
320,8801
|
| |
|
|
7. |
Sole Dispositive Power
-0-
|
| |
|
|
8. |
Shared Dispositive Power
320,8801
|
| |
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
320,8801
|
| |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
|
| |
11. |
Percent of Class Represented by Amount in Row (9)
0.1%2
|
| |
12. |
Type of Reporting Person (See Instructions)
IA, PN
|
1 Consists
of warrants exercisable into 320,880 shares of Common
Stock.
2 This
percentage figure is based upon 266,692,365 shares of Common Stock
outstanding, consisting of: (i) 266,371,485 shares of Common Stock
outstanding as of December 23, 2022 as reported in the Issuer’s
Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880
shares of Common Stock issuable upon exercise of
warrants.
|
CUSIP No. 29970N104
|
| |
1. |
Names of Reporting Persons
David E. Shaw
|
| |
2. |
Check the
Appropriate Box if a Member of a Group (See
Instructions) |
| |
|
(a) |
[ ] |
| |
|
(b)
|
[ ] |
| |
3. |
SEC Use Only
|
| |
4. |
Citizenship or Place of Organization
United States
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5. |
Sole Voting Power
-0-
|
| |
|
|
6. |
Shared Voting Power
320,8801
|
| |
|
|
7. |
Sole Dispositive Power
-0-
|
| |
|
|
8. |
Shared Dispositive Power
320,8801
|
| |
9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person
320,8801
|
| |
10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
|
| |
11. |
Percent of Class Represented by Amount in Row (9)
0.1%2
|
| |
12. |
Type of Reporting Person (See Instructions)
IN
|
1 Consists
of warrants exercisable into 320,880 shares of Common
Stock.
2 This
percentage figure is based upon 266,692,365 shares of Common Stock
outstanding, consisting of: (i) 266,371,485 shares of Common Stock
outstanding as of December 23, 2022 as reported in the Issuer’s
Form 10-Q filed with the SEC on December 23, 2022, and (ii) 320,880
shares of Common Stock issuable upon exercise of
warrants.
| Item
1. |
| |
(a) |
Name of Issuer |
| |
|
Eve Holding, Inc.
|
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|
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(b) |
Address of Issuer's Principal Executive Offices |
| |
|
1400 General Aviation Drive
Melbourne, FL 32935
|
| |
|
| Item
2. |
| |
(a) |
Name of Person
Filing |
| |
|
D. E. Shaw Valence Portfolios, L.L.C.
D. E. Shaw & Co., L.L.C.
D. E. Shaw & Co., L.P.
David E. Shaw
|
| |
|
| |
(b) |
Address of Principal Business
Office or, if none, Residence |
| |
|
The business address for each reporting person is:
1166 Avenue of the Americas, 9th Floor
New York, NY 10036
|
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|
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(c) |
Citizenship |
| |
|
D. E. Shaw Valence Portfolios, L.L.C. is a
limited liability company organized under the laws of the state of
Delaware.
D. E. Shaw & Co., L.L.C. is a limited
liability company organized under the laws of the state of
Delaware.
D. E. Shaw & Co., L.P. is a limited
partnership organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of
America.
|
| |
|
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(d) |
Title of Class of
Securities |
| |
|
Common Stock, par value $0.001 per share
|
| |
|
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(e) |
CUSIP Number |
| |
|
29970N104
|
| |
|
| Item
3. |
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
|
|
Not Applicable
|
| Item
4. |
Ownership
|
As of December 31, 2022:
| (a) |
Amount beneficially owned: |
|
| |
|
|
| |
D. E. Shaw Valence
Portfolios, L.L.C.: |
320,880 shares
This is composed of 320,880 shares that D. E. Shaw Valence
Portfolios, L.L.C. has the right to acquire upon exercise of
warrants.
|
| |
D. E. Shaw & Co.,
L.L.C.: |
320,880 shares
This is composed of 320,880 shares that D. E. Shaw Valence
Portfolios, L.L.C. has the right to acquire upon exercise of
warrants.
|
| |
D. E. Shaw & Co., L.P.:
|
320,880 shares
This is composed of 320,880 shares that D. E. Shaw Valence
Portfolios, L.L.C. has the right to acquire upon exercise of
warrants.
|
| |
|
|
| |
David E. Shaw:
|
320,880 shares
This is composed of 320,880 shares that D. E. Shaw Valence
Portfolios, L.L.C. has the right to acquire upon exercise of
warrants.
|
| |
D. E. Shaw Valence Portfolios,
L.L.C.: |
0.1%
|
| |
D. E. Shaw & Co.,
L.L.C.: |
0.1%
|
| |
D. E. Shaw & Co.,
L.P.: |
0.1%
|
| |
David E. Shaw: |
0.1%
|
|
(c) |
Number of shares to which the
person has: |
|
(i) |
Sole power to vote or to direct the
vote: |
| |
D. E. Shaw Valence Portfolios,
L.L.C.: |
-0- shares
|
| |
D. E. Shaw & Co.,
L.L.C.: |
-0- shares
|
| |
D. E. Shaw & Co.,
L.P.: |
-0- shares
|
| |
David E. Shaw: |
-0- shares
|
|
(ii) |
Shared power to vote or to direct
the vote: |
| |
D. E. Shaw Valence Portfolios,
L.L.C.: |
320,880 shares |
| |
D. E. Shaw & Co.,
L.L.C.: |
320,880 shares |
| |
D. E. Shaw & Co.,
L.P.: |
320,880 shares
|
| |
David E. Shaw: |
320,880 shares
|
|
(iii) |
Sole power to dispose or to direct
the disposition of: |
| |
D. E. Shaw Valence Portfolios,
L.L.C.: |
-0- shares
|
| |
D. E. Shaw & Co.,
L.L.C.: |
-0- shares
|
| |
D. E. Shaw & Co.,
L.P.: |
-0- shares
|
| |
David E. Shaw: |
-0- shares
|
|
(iv) |
Shared power to dispose or to
direct the disposition of: |
| |
D. E. Shaw Valence Portfolios,
L.L.C.: |
320,880 shares
|
| |
D. E. Shaw & Co.,
L.L.C.: |
320,880 shares
|
| |
D. E. Shaw & Co.,
L.P.: |
320,880 shares
|
| |
David E. Shaw: |
320,880 shares
|
David E. Shaw does not own any shares directly. By virtue
of David E. Shaw’s position as President and sole
shareholder of D. E. Shaw & Co., Inc., which is the
general partner of D. E. Shaw & Co., L.P., which in
turn is the investment adviser of D. E. Shaw Valence
Portfolios, L.L.C., and by virtue of David E. Shaw’s
position as President and sole shareholder of D. E. Shaw
& Co. II, Inc., which is the managing member of
D. E. Shaw & Co., L.L.C., which in turn is the
manager of D. E. Shaw Valence Portfolios, L.L.C.,
David E. Shaw may be deemed to have the shared power to
vote or direct the vote of, and the shared power to dispose or
direct the disposition of, the 320,880 shares as described above
constituting 0.1% of the outstanding shares and, therefore,
David E. Shaw may be deemed to be the beneficial owner of
such shares. David E. Shaw disclaims beneficial ownership
of such 320,880 shares.
| Item
5. |
Ownership of Five Percent or
Less of a Class |
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following [X].
|
| Item 6. |
Ownership of More than Five
Percent on Behalf of Another Person. |
|
Not Applicable
|
| Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person. |
|
Not Applicable
|
| Item 8. |
Identification and
Classification of Members of the Group |
|
Not Applicable
|
| Item 9. |
Notice of Dissolution of
Group |
|
Not Applicable
|
| Item 10. |
Certification |
By signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D.
E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P.,
and David E. Shaw certify that, to the best of such reporting
person’s knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes or
effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct. Powers of Attorney,
dated March 1, 2017, granted by David E. Shaw in favor of Nathan
Thomas, are attached hereto.
Dated: February 14, 2023
| |
D. E. Shaw Valence Portfolios, L.L.C.
|
| |
|
| |
By: |
/s/ Nathan
Thomas |
| |
|
Nathan Thomas |
| |
|
Authorized Signatory
|
| |
D. E. Shaw & Co., L.L.C.
|
| |
|
| |
By: |
/s/ Nathan
Thomas |
| |
|
Nathan Thomas |
| |
|
Authorized Signatory
|
| |
D. E. Shaw & Co., L.P.
|
| |
|
| |
By: |
/s/ Nathan
Thomas |
| |
|
Nathan Thomas |
| |
|
Chief Compliance Officer
|
| |
David E. Shaw
|
| |
|
| |
By: |
/s/ Nathan
Thomas |
| |
|
Nathan Thomas |
| |
|
Attorney-in-Fact for
David E. Shaw
|
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