SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of April, 2022
Commission File Number 1565025
AMBEV S.A.
(Exact name of registrant as specified in its charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
AMBEV S.A.
CNPJ/ME No. 07.526.557/0001-00
NIRE 35.300.368.941
(“Company”)
NOTICE OF CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS
(Pursuant to Exhibit 30-XXXII of the Brazilian Securities and Exchange Commission’s Normative Ruling No. 480/09)
The Board of Directors approved and homologated, in a meeting held on April 25, 2022 at 10:00 am, pursuant to the terms of Article 6 of the Company’s Bylaws and Article 168 of Brazilian Law No. 6,404/76, the issuance of new common shares as a result of the exercise, by certain beneficiaries, of stock options granted under the “First Program for the year of 2022 of the Company’s Stock Option Plan”, approved by the Board of Directors on February 11, 2022, within the scope of the Company’s Stock Option Plan, as approved by the Shareholders’ General Meeting held on July 30, 2013 (“Stock Option Plan”).
I. Date of approval of the stock option plan by the Shareholders’ General Meeting
The Stock Option Plan was approved by the Shareholders’ General Meeting held on July 30, 2013.
II. Capital Increase Amount and New Capital Stock
| Capital increase amount | BRL 84,368,512.00 |
| New capital stock | BRL 58,130,517,165.22 |
III. Amount of issued shares per type and class
5,550,560 new common shares with no par value.
IV. Issuance price of the new shares
| Issuance price per share | BRL 15.20 |
V. Price for each of the issuer’s types and classes of shares in the respective markets in which the shares are negotiated, identifying:
i. Lower, average and highest market price on each of the last three (3) years
| Price (1) | 2021 BRL | 2020 BRL | 2019 BRL |
| Lower | 12.85 | 9.67 | 14.00 |
| Average | 15.43 | 15.00 | 17.48 |
| Highest | 19.11 | 18.27 | 18.89 |
(1) Historical price adjusted in order to reflect payments of interest on own capital, as well as dividend distributions.
ii. Lower, average and highest price on each quarter of the last two (2) years
| Price (1) | 1Q2022 (BRL) | 4Q2021 (BRL) | 3Q2021 (BRL) | 2Q2021 (BRL) | 1\Q2021 (BRL) | 4 Q 2020 (BRL) | 3 Q 2020 (BRL) | 2 Q 2020 (BRL) |
| Lower | 13.06 | 13.99 | 14.72 | 13.99 | 12.85 | 11.37 | 11.24 | 9.97 |
| Average | 15.43 | 15.43 | 14.74 | 16.43 | 14.73 | 15.00 | 11.71 | 13.22 |
| Highest | 15.70 | 17.44 | 17.49 | 19.11 | 16.20 | 15.42 | 14.86 | 13.84 |
| (1) | Historical price in BRL adjusted to reflect payments of interest on shareholder’s equity, as well as dividend distributions. |
iii. Lower, average and highest price on each month of the last six (6) months
| Price (1) | 3/2022 (BRL) | 2/2022 (BRL) | 1/2022 (BRL) | 12/2021 (BRL) | 11/2021 (BRL) | 10/2021 (BRL) |
| Lower | 13.06 | 13.80 | 14.35 | 15.05 | 15.37 | 13.99 |
| Average | 15.43 | 15.18 | 15.00 | 15.43 | 15.46 | 16.07 |
| Highest | 15.58 | 15.70 | 15.54 | 15.83 | 17.44 | 16.57 |
| (1) | Historical price in BRL adjusted to reflect payments of interest on shareholder’s equity, as well as dividend distributions. |
iv. Average price on the last ninety (90) days
| Price (1) | 90 days (BRL) |
| Average | 14.79 |
| (1) | Historical price adjusted in order to reflect payments of interest on own capital, as well as dividend distributions. |
VI. Potential dilution percentage arising from the issuance
| Potential Dilution percentage (in relation to number of shares) | 0.035254% |
| Potential Dilution percentage (in relation to the capital stock) |
0.145347% |
***
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 27, 2022
| AMBEV S.A. | ||
| By: | /s/ Lucas Machado Lira | |
Lucas Machado Lira Chief Financial and Investor Relations Officer | ||
