DEF 14C: Eve Holding Finalizes $230M Capital Raise, Embraer Increases Stake

Eve Holding, Inc. announced the completion of a $230 million registered direct offering, including a $20 million issuance to its majority stockholder, Embraer Aircraft Holding, Inc., to fund operations and development.

Summary

• Eve Holding, Inc. (Eve) entered into subscription agreements on August 13, 2025, for a Registered Direct Offering of 47,422,680 newly issued shares of Common Stock at $4.85 per share, totaling approximately $230.0 million.
• As part of this offering, Embraer Aircraft Holding, Inc. (Embraer), Eve's majority stockholder, agreed to purchase 4,123,711 shares for approximately $20.0 million (the Embraer Issuance).
• The Embraer Issuance required stockholder approval under NYSE rules due to Embraer being a related party and the issuance exceeding 1% of common stock.
• Embraer, holding approximately 81.9% of Eve's voting power, provided written consent on August 13, 2025, approving the Embraer Issuance, thus satisfying the NYSE requirement without a meeting.
• A special committee of independent directors, with financial and legal advisors, recommended the Embraer Issuance, and Houlihan Lokey Capital, Inc. provided a fairness opinion.
• The Registered Direct Offering (excluding the Embraer Issuance) has already closed, while the Embraer Issuance will close no sooner than 20 business days after the mailing of this Information Statement (on or about September 30, 2025).
• Net proceeds from the offering are intended for general corporate purposes, including financing operations, potential business acquisitions or strategic investments, and repayment of outstanding indebtedness, with approximately $75.0 million allocated for services performed in Brazil.

Sentiment

Score: 7

Explanation: The capital raise provides essential funding for the Company's operations and development in a capital-intensive industry, which is a positive. However, it also involves dilution for non-majority shareholders and the Company acknowledges its ongoing need for substantial capital and the risks of not securing it.

Positives

• Successfully secured approximately $230.0 million in gross proceeds through a Registered Direct Offering, providing crucial capital for operations and development.
• The Embraer Issuance, a related party transaction, was approved by a special committee of independent directors and received a fairness opinion from Houlihan Lokey Capital, Inc., indicating favorable financial terms for the Company.
• The capital infusion addresses the Company's stated need for substantial additional capital to fund the development of its eVTOL vehicles and urban air mobility solutions through regulatory certification.

Negatives

• The Embraer Issuance will result in dilution for existing stockholders (other than Embraer), with their percentage ownership decreasing from approximately 28.4% to 28.1% of outstanding common stock.
• The potential resale of significant amounts of the newly issued shares could materially and adversely affect the market price of Eve's Common Stock.

Risks

• The market price of Eve's Common Stock could be materially and adversely affected by the Embraer Issuance and the subsequent resale of the Acquired Shares.
• If the assumptions, estimates, or conclusions set forth in the Management Wind-Down Analysis are not accurate, the financial conclusions could be materially affected.
• The Company's business has not generated any revenue and does not have sufficient cash to fund current development through regulatory certification, requiring substantial additional capital.
• Failure to conclude the Transaction and Related Transactions, or an alternative financing, could force the Company to consider other strategic alternatives, including liquidation and dissolution, potentially resulting in little or no value for Common Stock holders.

Future Outlook

The Company intends to use the net proceeds from the offering for general corporate purposes, including financing its operations, possible business acquisitions or strategic investments, and repayment of outstanding indebtedness. A registration statement covering the resale of the Acquired Shares will be filed within 90 calendar days after the Embraer Issuance closing, with efforts to make it effective as soon as practicable.

Management Comments

• The Board of Directors elected to utilize written consent from the Majority Stockholder to significantly reduce costs and management time involved in soliciting proxies and to timely effectuate the issuance of the Acquired Shares.
• Simone Galvo De Oliveira, General Counsel, Chief Compliance Officer and Secretary, signed the Information Statement on behalf of the Board of Directors.

Industry Context

Eve Holding, Inc. is engaged in the development of electric vertical take-off and landing (eVTOL) vehicles and other urban air mobility (UAM) solutions. The capital raise is critical for funding the Company's development efforts through regulatory certification, indicating a significant need for investment in this nascent and capital-intensive industry.

Corporate Governance

Related Party Transactions

• Embraer Aircraft Holding, Inc., the Majority Stockholder, subscribed for and purchased 4,123,711 shares of Common Stock for approximately $20.0 million as part of the Registered Direct Offering.
• This transaction was identified as a Related Person Transaction and was approved by a special committee of independent directors and the Board, in compliance with the Company's policy and NYSE rules.

Stakeholder Impact

• Shareholders (excluding Embraer) will experience dilution in their percentage ownership due to the issuance of new shares.
• The capital raise provides necessary funding for the Company's operations and development, potentially benefiting all stakeholders by supporting the Company's long-term viability and strategic goals.
• Embraer, as the majority stockholder, is increasing its stake and demonstrating continued commitment to Eve Holding, Inc.

Next Steps

• The Embraer Issuance will close no sooner than 20 business days after the mailing of this Information Statement (on or about September 30, 2025).
• The Company will file a registration statement covering the resale of the Acquired Shares within 90 calendar days after the closing of the Embraer Issuance.
• The Company will use commercially reasonable efforts to cause the resale registration statement to be declared effective as soon as practicable.

Key Dates

Recommendation

The capital raise is a necessary and positive step for Eve Holding, providing crucial funding for its capital-intensive eVTOL development. The transaction was vetted by an independent committee and received a fairness opinion. However, the issuance of new shares, particularly to a related party, results in dilution for existing non-majority shareholders. While the funding is vital, the dilution and the inherent risks of a pre-revenue company in a developing industry suggest a 'hold' recommendation, acknowledging the positive funding but also the ongoing challenges and shareholder impact.

Keywords

Eve Holding, Embraer, Capital Raise, Direct Offering, Common Stock, NYSE, SEC Filing, Stockholder Approval, Dilution, Urban Air Mobility, eVTOL, Fairness Opinion