United States securities and exchange commission logo
June 27, 2022
Fl via Pavie
General Counsel
Eve Holding, Inc.
1400 General Aviation Drive
Melbourne, FL 32935
Re: Eve Holding, Inc.
Registration
Statement on Form S-1
Filed June 1, 2022
File No. 333-265337
Dear Ms. Pavie:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. For each of the
securities being registered for resale, disclose the price that each selling
securityholder paid for
such securities.
2. Disclose the exercise
prices of the warrants compared to the market price of
the underlying
security. If the warrants are out the money, please disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds sections and disclose that
cash proceeds
associated with the exercises of the warrants are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
Fl via Pavie
FirstName LastNameFl via Pavie
Eve Holding, Inc.
Comapany
June NameEve Holding, Inc.
27, 2022
June 27,
Page 2 2022 Page 2
FirstName LastName
3. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that a
portion of the shares
being registered for resale were purchased by the selling
securityholders for prices
considerably below the current market price of the common stock.
Highlight the
significant negative impact sales of shares on this registration
statement could have on the
public trading price of the common stock.
Risk Factors, page 11
4. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
common stock. To illustrate this risk, disclose the purchase price of
the securities being
registered for resale and the percentage that these shares currently
represent of the total
number of shares outstanding. Also disclose that even though the
current trading price is
below the SPAC IPO price, the private investors have an incentive to
sell because they
will still profit on sales because of the lower price that they
purchased their shares than the
public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 89
5. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the common
stock, expand your discussion of capital resources to address any
changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
6. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that Embraer Aircraft Holding, Inc., a beneficial
owner of over 90% of
your shares of common stock, will be able to sell all of its shares
for so long as the
registration statement of which this prospectus forms a part is
available for use.
General
7. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that that each selling securityholder acquired their
shares and
warrants and the price that the public securityholders acquired their
shares and warrants.
Disclose for each applicable selling securityholder that while such
selling
securityholder may experience a positive rate of return based on the
current trading price,
Fl via Pavie
Eve Holding, Inc.
June 27, 2022
Page 3
the public securityholders may not experience a similar rate of return
on the securities
they purchased due to differences in the purchase prices and the
current trading price.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Lastly, please include appropriate risk factor
disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397
with any
questions.
FirstName LastNameFl via Pavie Sincerely,
Comapany NameEve Holding, Inc.
Division of
Corporation Finance
June 27, 2022 Page 3 Office of
Manufacturing
FirstName LastName