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Form 8-K/A Eve Holding, Inc. For: May 09

December 8, 2022 6:03 AM EST

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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 

 

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): December 7, 2022 (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 Number)

(I.R.S. Employer

Identification No.)

 

1400 General Aviation Drive

Melbourne, FL 

32935

(Address of principal executive offices)

(Zip Code)

(321) 751-5050

(Registrants 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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

 

EVEX

 

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Common Stock

 

EVEXW

 

The New York Stock Exchange

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. 1 on Form 8-K/A (this Amendment No. 1) to amend the Companys 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 of Embraer S.A as of December 31, 2021 and 2020 and for each of three years in the period ended December 31, 2021, (ii) the 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, (iii) the unaudited pro forma condensed consolidated financial information and (iv) management’s discussion and analysis of financial condition and results of operations filed therewith. Please see Item 4.02 of the Companys Current Report on Form 8-K/A filed with the SEC on November 14, 2022 for additional information regarding the restatements. Except as set forth in this Amendment No. 1, the Original Form 8-K is unchanged

 

Item 9.01              Financial Statements and Exhibits.

 

 

(a)

Financial statements of businesses acquired

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.

 

 

(b)

Pro forma financial information.

Certain pro forma financial information of the Company, as restated, is attached as Exhibit 99.5 and is incorporated herein by reference.  

 

 

(c)

Exhibits.

 

 



Exhibit
Number


Description

 


 

99.1
Explanatory Note to Exhibit 99.2.



99.2


Audited CombinedFinancialStatements of the Urban Air Mobility Business of Embraer S.A. as of and for the periods ended December 31, 2021 and 2020, as restated.




99.3
Explanatory Note to Exhibit 99.4.



99.4


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.

 


 

99.5


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.

 


 

99.6
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.



99.7
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.



104


Cover Page Interactive Data File (embedded within the Inline XBRL document).

 





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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EVE HOLDING, INC.

 

 

 

 

 

Date: December 7, 2022

 

 

 

 

By:

 

/s/ Gerard J. DeMuro

 

 

 

 

 

 

 

Name:

 

Gerard J. DeMuro

 

 

 

 

 

 

 

Title:

 

Co-Chief Executive Officer

 

 

 

 

 

 

 

EVE HOLDING, INC.

 

 

 

 

 

Date: December 7, 2022

 

 

 

 

By:

 

/s/ André Duarte Stein

 

 

 

 

 

 

 

Name:

 

André Duarte Stein

 

 

 

 

 

 

 

Title:

 

Co-Chief Executive Officer

 


ATTACHMENTS / EXHIBITS

DEFINITION

PRESENTATION

CALCULATION

LABEL

SCHEMA

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

EXHIBIT 99.6

EXHIBIT 99.7

IDEA: R1.htm

IDEA: evex-20220509_htm.xml

IDEA: Financial_Report.xlsx

IDEA: FilingSummary.xml

IDEA: MetaLinks.json



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