Eve Holding Inc
For the period ended Dec 31, 2024. Filed Mar 11, 2025.
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FY2024 · Filed Mar 11, 2025
EVEX$1.99+2.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See“Item 8. Index to Financial Statements and Supplementary Data” herein.
(b) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
| Incorporated by reference · Filed orFurnishedHerewith | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Form | File No. | Exhibit No. | Filing Date |
| 2.1†** | Business Combination Agreement, dated as of December 21, 2021, by and among Zanite Acquisition Corp., Embraer S.A., EVE UAM, LLC and Embraer Aircraft Holding, Inc. | DEFM14A | 001-39704 | Annex A | April 13, 2022 |
| 3.1** | Second Amended and Restated Certificate of Incorporation of Eve Holding, Inc., dated as of May 9, 2022. | 8-K | 001-39704 | 3.1 | May 13, 2022 |
| 3.2** | Amended and Restated Bylaws of Eve Holding, Inc., dated as of May 9, 2022. | 8-K | 001-39704 | 3.2 | May 13, 2022 |
| 4.1** | Specimen Common Stock Certificate of Eve Holding, Inc. | 8-K | 001-39704 | 4.1 | May 13, 2022 |
| 4.2** | Warrant Agreement, dated as of November 16, 2020, by and between Zanite Acquisition Corp. and Continental Stock Transfer & Trust Company. | 8-K | 001-39704 | 4.1 | November 19, 2020 |
| 4.3 | Description of Securities. | 10-K | 001-39704 | 4.3 | March 23, 2023 |
| 10.1†** | Amended and Restated Registration Rights Agreement dated as of May 9, 2022, by and among Embraer Aircraft Holding, Inc., Zanite Sponsor LLC and certain other parties thereto. | 8-K | 001-39704 | 10.1 | May 13, 2022 |
| 10.2†** | Stockholders Agreement, dated as of May 9, 2022, by and among Eve Holding, Inc., Embraer Aircraft Holding, Inc. and Zanite Sponsor LLC. | 8-K | 001-39704 | 10.2 | May 13, 2022 |
| 10.3** | Tax Receivable Agreement, dated as of May 9, 2022, by and among Eve Holding, Inc. and Embraer Aircraft Holding, Inc. | 8-K | 001-39704 | 10.3 | May 13, 2022 |
| 10.4** | Tax Sharing Agreement, dated as of May 9, 2022, by and among Eve Holding, Inc. and Embraer Aircraft Holding, Inc. | 8-K | 001-39704 | 10.4 | May 13, 2022 |
| 10.5** | Form of Indemnification Agreement. | DEFM14A | 001-39704 | Annex L | April 13, 2022 |
| 10.6#** | Eve Holding, Inc. 2022 Stock Incentive Plan. | DEFM14A | 001-39704 | Annex K | April 13, 2022 |
| 10.7†** | Master Services Agreement, dated as of December 14, 2021, by and between Embraer S.A. and EVE UAM, LLC. | DEFM14A | 001-39704 | Annex G | April 13, 2022 |
| 10.8†** | Master Services Agreement, dated as of December 14, 2021, by and between Atech Negócios em Tecnologias S.A. and EVE UAM, LLC. | DEFM14A | 001-39704 | Annex H | April 13, 2022 |
| 10.9 | Fourth Amendment, dated September 9, 2024, to the Master Services Agreement, dated as of December 14, 2021, by and between Embraer S.A. and EVE UAM, LLC. | 8-K | 001-39704 | 10.4 | November 4, 2024 |
| 10.10†† | Amendment, effective September 17, 2024, to the Master Services Agreement, dated as of December 14, 2021, by and between Atech Negócios em Tecnologias S.A and EVE UAM, LLC. | 8-K | 001-39704 | 10.6 | November 4, 2024 |
| 10.11†** | Services Agreement, dated as of December 14, 2021, by and between EVE Soluções de Mobilidade Aérea Urbana Ltda. and EVE UAM, LLC. | DEFM14A | 001-39704 | Annex I | April 13, 2022 |
| Incorporated by reference · Filed orFurnishedHerewith | |||||
|---|---|---|---|---|---|
| Exhibit No. | Description | Form | File No. | Exhibit No. | Filing Date |
| 10.12†** | Database Limited Access Agreement, dated as of December 14, 2021, by and between EVE Soluções de Mobilidade Aérea Urbana Ltda. and EVE UAM, LLC. | DEFM14A | 001-39704 | Annex M | April 13, 2022 |
| 10.13†** | Shared Services Agreement, dated as of December 14, 2021, by and among Embraer S.A., Embraer Aircraft Holding, Inc., EVE Soluções de Mobilidade Aérea Urbana Ltda. and EVE UAM, LLC. | DEFM14A | 001-39704 | Annex N | April 13, 2022 |
| 10.14†** | Contribution Agreement, dated as of December 14, 2021, by and among Embraer S.A., Embraer Aircraft Holding, Inc. and EVE UAM, LLC | DEFM14A | 001-39704 | Annex J | April 13, 2022 |
| 10.15** | Form of Strategic Warrant Agreement Number 1, dated as of December 21, 2021 | DEFM14A | 001-39704 | Annex P | April 13, 2022 |
| 10.16** | Form of Strategic Warrant Agreement Number 2, dated as of December 21, 2021 | DEFM14A | 001-39704 | Annex Q | April 13, 2022 |
| 10.17** | Form of Strategic Warrant Agreement Number 3, dated as of December 21, 2021 | DEFM14A | 001-39704 | Annex R | April 13, 2022 |
| 10.18 | Form of Warrant Agreement by and among Eve Holding, Inc. and investors. | 8-K | 001-39704 | 10.2 | July 1, 2024 |
| 10.19 | Form of Warrant Exchange Agreement by and among Eve Holding, Inc. and investors. | 8-K | 001-39704 | 10.3 | July 1, 2024 |
| 10.20#†** | Employment Agreement, dated as of September 14, 2021, by and among Eve Holding, Inc., Embraer Aircraft Holding, Inc., Embraer S.A. (solely with respect to Section 11 thereof) and Gerard J. DeMuro. | 8-K | 001-39704 | 10.16 | May 13, 2022 |
| 10.21** | Form of Subscription Agreement, dated as of December 21, 2021. | DEFM14A | 001-39704 | Annex S | April 13, 2022 |
| 10.22** | Amendment to the Subscription Agreement with Embraer Aircraft Holding, Inc., dated as of April 4, 2022. | 8-K | 001-39704 | 99.1 | April 4, 2022 |
| 10.23** | Subscription Agreement, dated as September 1, 2022, by and between Eve Holding, Inc. and United Airlines Ventures, Ltd. | 8-K | 001-39704 | 10.1 | September 8, 2022 |
| 10.24 | Form of Subscription Agreement by and among Eve Holding, Inc. and investors. | 8-K | 001-39704 | 10.1 | July 1, 2024 |
| 10.25** | Warrant Agreement, dated as September 1, 2022, by and between Eve Holding, Inc. and United Airlines Ventures, Ltd. | 8-K | 001-39704 | 10.2 | September 8, 2022 |
| 10.26** | Promissory Note, dated as of February 3, 2022, issued to Zanite Sponsor LLC. | 8-K | 001-39704 | 10.1 | February 4, 2022 |
| 10.27††** | Loan Agreement, dated as of January 23, 2023, by and between EVE Soluções de Mobilidade Aérea Urbana, Ltda. and Banco Nacional de Desenvolvimento Econômico e Social – BNDES (English Translation). | 8-K | 001-39704 | 10.1 | January 30, 2023 |
| 10.28#** | Separation Agreement by and among Eve Holding, Inc. and Gerard DeMuro, dated January 15, 2024. | 8-K | 001-39704 | 10.1 | January 16, 2024 |
| Incorporated by reference · Filed orFurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. · Description · Form · File No. · Exhibit No. · Filing Date | ||||||
| 10.29††** | Supply Agreement, effective as of August 31, 2023, by and between EVE UAM, LLC. and Embraer S.A. | 8-K | 001-39704 | 10.1 | October 13, 2023 | |
| 10.30††** | Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and BAE Systems Controls Inc. | 8-K | 001-39704 | 10.1 | June 23, 2023 | |
| 10.31†† | First Amendment, dated as of July 12, 2023, to the Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and BAE Systems Controls Inc. | 10-K | 001-39704 | 10.26 | March 8, 2024 | |
| 10.32†† | Second Amendment, dated as of December 20, 2023, to the Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and BAE Systems Controls Inc. | 10-K | 001-39704 | 10.27 | March 8, 2024 | |
| 10.33††** | Supply Agreement, effective as of May 22, 2023, by and between EVE UAM, LLC., Embraer S.A., and SOCIETE DUC (t/a DUC Hélices Propellers). | 8-K | 001-39704 | 10.2 | June 23, 2023 | |
| 10.34††** | Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and Nidec Aerospace LLC. | 8-K | 001-39704 | 10.3 | June 23, 2023 | |
| 10.35†† | First Amendment, dated August 15, 2024, to the Supply Agreement, effective as of June 16, 2023, by and between EVE UAM, LLC., Embraer S.A., and Nidec Aerospace LLC. | 8-K | 001-39704 | 10.5 | November 4, 2024 | |
| 10.36#** | Employment Agreement by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda., Eve Holding, Inc. and Johann Bordais, dated September 29, 2023. | 8-K | 001-39704 | 10.1 | October 4, 2023 | |
| 10.37 | Loan Agreement, dated as of August 1, 2022, by and between EVE UAM, LLC and Embraer Aircraft Holding. | 10-K | 001-39704 | 10.31 | March 8, 2024 | |
| 10.38 | First Amendment, effective as of August 1, 2023, to the Loan Agreement, dated as of August 1, 2022, by and between EVE UAM, LLC and Embraer Aircraft Holding, Inc. | 10-K | 001-39704 | 10.32 | March 8, 2024 | |
| 10.39†† | Financing Agreement, dated as of October 7, 2024, by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda., Embraer S.A. as intervening party, and Banco Nacional de Desenvolvimento Econômico e Social – BNDES. | 8-K | 001-39704 | 10.2 | November 27, 2024 | |
| 10.40†† | Financing Agreement, dated as of November 21, 2024, by and among EVE Soluções de Mobilidade Aérea Urbana, Ltda.and Banco Nacional de Desenvolvimento Econômico e Social – BNDES. | 8-K | 001-39704 | 10.1 | November 27, 2024 | |
| 10.41 | Credit Agreement, dated as of October 29, 2024, by and among Eve Holding, Inc., EVE UAM, LLC and Citibank, N.A. | 8-K | 001-39704 | 10.1 | October 30, 2024 | |
| 10.42†† | Training Services Agreement, dated as of October 22, 2024, by and between EVE UAM, LLC and Embraer CAE Training Services, LLC. | 8-K | 001-39704 | 10.1 | October 28, 2024 | |
| 10.43†† | First Amendment, dated October 8, 2024, to the Loan Agreement, dated as of January 23, 2023, by and between EVE Soluções de Mobilidade Aérea Urbana, Ltda. and Banco Nacional de Desenvolvimento. | X | ||||
| 10.44†† | First Amendment, dated October 24, 2024, to the Supply Agreement, effective as of May 22, 2023, by and between EVE UAM, LLC., Embraer S.A., and SOCIETE DUC (t/a DUC Hélices Propellers). | X | ||||
| Incorporated by reference · Filed orFurnishedHerewith | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. · Description · Form · File No. · Exhibit No. · Filing Date | ||||||
| 16.1** | Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated as of May 13, 2022. | 8-K | 001-39704 | 16.1 | May 13, 2022 | |
| 16.2** | Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated as of May 13, 2022. | 8-K | 001-39704 | 16.2 | May 13, 2022 | |
| 19.1 | Eve Holding, Inc. Insider Trading Policy | X | ||||
| 21.1** | List of Subsidiaries | 8-K | 001-39704 | 21.1 | May 13, 2022 | |
| 23.1 | Consent of KPMG LLP | X | ||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act. | X | ||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act. | X | ||||
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. | X | ||||
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. | X | ||||
| 97.1# | Eve Holding, Inc. Clawback Policy | 10-K | 001-39704 | 97.1 | March 8, 2024 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | X | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X | ||||
| † | Schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. |
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| †† | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
| ** | Previously filed. |
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| # | Indicates management contract or compensatory plan or arrangement. |
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