Eve Holding Inc美股招股说明书(2025-08-15版)

47,422,680Shares of Common Stock, including in theform ofBrazilian Depositary Receipts (“BDRs”),ofEve Holding, Inc. Eve Holding, Inc. (formerly known as Zanite Acquisition Corp., a Delaware corporation (“Zanite”), prior to a business combination byand among EVE UAM, LLC, a Delaware limited liability company and one of our wholly owned subsidiaries (“EVE UAM”),Embraer S.A., a Brazilian corporation (“Embraer”), Embraer Aircraft Holding, Inc., a Delaware corporation and a wholly ownedsubsidiary of Embraer (“EAH”), and Zanite, which closed on May 9, 2022 (the “Business Combination”)),is offering 47,422,680shares ofcommon stock,par value $0.001 per share(the “common stock”),including in the form of BDRs,each of which representsone share of common stock,in a registered direct offeringtoEAH andcertaininstitutionalinvestorspursuant tothis prospectussupplementandthe accompanying prospectus. Our common stockis listedon the New York Stock Exchange (the “NYSE”) under the symbol “EVEX.” On August13, 2025, the lastreported sale price of our common stock on the NYSE was $5.86per share. We have obtained approval of the BDR Level I programsponsored by us concerning the BDRs (the “BDR Program”) with the Brazilian Securities Commission (Comissão de ValoresMobiliários, or the “CVM”) and have been approved to list and trade our BDRs on the São Paulo Stock Exchange (B3 S.A. – Brasil,Bolsa, Balcão, or the “B3”), under the symbol “EVEB31.”As of the dateof this prospectus supplement, thereis no established publictrading market forthe BDRs. We are an “emerging growth company,” as defined in Section 2(a) of theU.S.Securities Act of 1933, as amended (the “SecuritiesAct”), and as such, may elect to be subject to reduced public company reporting requirements for this prospectussupplementand forfuture filings. This prospectussupplementcomplies with the requirements that apply to an issuer that is an emerging growth company. Investing in our securities involves a high degree of risk. See “Risk Factors” on pageS-7of this prospectussupplementand inthe documents incorporated by reference in this prospectussupplement. You should carefully consider these factors beforemaking your investment decision. Neither theU.S. Securities and Exchange Commission (the “SEC”)nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement. Any representation tothe contrary is a criminal offense. We haveengagedCantor Fitzgerald & Co. (“Cantor”), Raymond James & Associates, Inc. (“Raymond James”) and Banco BradescoBBI S.A. (“Bradesco BBI” and, together with Cantor and Raymond James, the “placement agents”) to act as our placement agents inconnection withthis offering. The placement agents are not purchasing or selling any of our securities offered by this prospectussupplement and the accompanying prospectus, nor are they required to arrange the purchase or sale of any specific number or dollaramount of securities, but have agreed to use their reasonable best efforts to solicit offers to purchase the securitiesin this offering. Wehave agreed to pay the placement agents a fee based on the aggregate proceeds raised in this offering as set forth in the table below.Bradesco BBI will offershares of common stockin the United States through its SEC-registered broker-dealer affiliate in the UnitedStates,Bradesco Securities, Inc.There is no arrangement for funds to be received in any escrow, trust or similar arrangement. (1)Based on theexchange rate of R$5.4052 per US$1.00 published by the Central Bank of Brazilon August12, 2025.(2)Total amounts reflect the per share price multiplied by the number of shares of common stock (includingin the form ofBDRs)being sold in this offering.As theproceeds from the sale ofBDRswill be denominated in Brazilianreais,theamount of proceedsfrom such sale in U.S. dollars reflectedin the table abovemaydiffer from the actual U.S. dollar amount resulting from the conversion of such proceeds from Brazilianreaisinto U.S. dollars following the completion of thisoffering.(3)We have agreed to pay(i) Cantor and Raymond James a fee equal to 6.5% of the aggregate proceeds raisedin this offering,other than for the proceeds raised from,and securities placed to,EAH andinvestors solicited byBradescoBBIin this offering and (ii)BradescoBBI a fee equal to 3% of the aggregate proceeds raisedfrom, and securities placed to, investors solicited byBradescoBBI in this offering.We have also agreed to reimburse theplacement agentsfor certain of theirexpenses in connection with this offering. Formore information regarding the compensation to be received by the placement agents, see “Plan of Distribution.” We expect that delivery ofthesecurities being offered pursuant to this prospectus supplement and the accompanying prospectus willbe made,subject to satisfaction of certain customary closing condition,on or about August 15, 2025.Notwithstanding the foregoing,the issuanceof our