Blog: ZANITE ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure.

As previously announced, Zanite Acquisition Corp., a Delaware corporation
(“Zanite” or the “Company”), entered into a Business Combination Agreement (the
“Business Combination Agreement”) with Embraer S.A., a Brazilian corporation
(sociedade anônima) (“Embraer”), Embraer Aircraft Holding Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Embraer (“EAH”), and EVE
UAM, LLC, a Delaware limited liability company and a wholly-owned subsidiary of
EAH (“Eve”).

Attached as Exhibit 99.1 hereto is a press release, dated as of May 4, 2022,
issued by Eve announcing the publishing of the concept of operations for
airspace integration of Urban Air Mobility (“UAM”) in Rio de Janeiro, Brazil.
The press release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.

The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of Zanite under the Securities Act or the Exchange
Act, regardless of any general incorporation language in such filings.

This Current Report on Form 8-K will not be deemed an admission as to the
materiality of any information in this Item 7.01, including Exhibit 99.1.

Important Information about the Business Combination and Where to Find It

In connection with the business combination (the “business combination”), on
April 13, 2022, Zanite has filed with the Securities and Exchange Commission
(“SEC”) a definitive proxy statement (as supplemented by that certain supplement
to the definitive proxy statement, the “Definitive Proxy Statement”) relating to
the business combination. This Current Report on Form 8-K does not contain all
the information that should be considered concerning the proposed business
combination and is not intended to form the basis of any investment decision or
any other decision in respect of the business combination. Zanite’s stockholders
and other interested persons are advised to read the Definitive Proxy Statement
and documents incorporated by reference therein filed in connection with
Zanite’s solicitation of proxies for its special meeting of stockholders to be
held to approve the business combination and other matters, as these materials
contain or will contain important information about Zanite, Eve and the business
combination. The Definitive Proxy Statement and other relevant materials for the
Business Combination have been mailed to stockholders of Zanite as of April 11,
2022, the record date for voting on the business combination. Stockholders of
Zanite may obtain copies of the Definitive Proxy Statement and other documents
that are filed or will be filed with the SEC or that are incorporated by
reference therein, without charge, once available, at the SEC’s website
at http://www.sec.gov, or by directing a request to Zanite Acquisition Corp. at 25101
Chagrin Boulevard Suite 350, Cleveland, Ohio 44122, Attention: Steven H. Rosen,
or by calling (216) 292-0200.

This Current Report on Form 8-K is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act, or an applicable exemption from the registration requirements thereof.

Participants in the Solicitation

Zanite and its directors and executive officers may be deemed participants in
the solicitation of proxies from Zanite’s stockholders with respect to the
proposed business combination. A list of the names of those directors and
executive officers and a description of their interests in Zanite is contained
in the Definitive Proxy Statement, and is available free of charge at the SEC’s
web site at http://www.sec.gov, or by directing a request to Zanite Acquisition Corp.
at 25101 Chagrin Boulevard Suite 350, Cleveland, Ohio 44122, Attention: Steven
H. Rosen, or by calling (216) 292-0200.

——————————————————————————–

Eve, Embraer, EAH and their respective directors and executive officers may also
be deemed to be participants in the solicitation of proxies from the
stockholders of Zanite in connection with the proposed business combination.

Additional information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of Zanite’s stockholders in connection with the
proposed business combination, including a description of their direct and
indirect interests, by security holdings or otherwise, which may be different
than those of Zanite stockholders generally, may be obtained by reading the
Definitive Proxy Statement and any other relevant documents that are filed or
will be filed with the SEC relating to the proposed business combination.
Stockholders, potential investors and other interested persons should read the
Definitive Proxy Statement and any other relevant documents that are filed or
will be filed with the SEC relating to the proposed business combination
carefully before making any voting or investment decisions. These documents can
be obtained free of charge from the sources indicated above.

Forward-Looking Statements

This Form 8-K includes “forward-looking statements” within the meaning of the
“safe harbor” provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target”, “may”, “intend”, “predict”,
“should”, “would”, “predict”, “potential”, “seem”, “future”, “outlook” or other
similar expressions (or negative versions of such words or expressions) that
predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding Zanite’s, Eve’s, Embraer’s and EAH’s
expectations with respect to future performance and anticipated financial
impacts of the business combination, the satisfaction of the closing conditions
to the business combination and the PIPE Investment, the level of redemptions by
Zanite’s public stockholders, the timing of the completion of the business
combination and the use of the cash proceeds therefrom. These statements are
based on various assumptions, whether or not identified herein, and on the
current expectations of Zanite’s, Eve’s, Embraer’s and EAH’s management and are
not predictions of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may differ from
assumptions, and such differences may be material. Many actual events and
circumstances are beyond the control of Zanite, Eve, Embraer and EAH.

These forward-looking statements are subject to a number of risks and
uncertainties, including: (i) changes in domestic and foreign business, market,
financial, political and legal conditions; (ii) the inability of the parties to
successfully or timely consummate the proposed business combination, including
the risk that any required regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed business combination or that
the approval of the stockholders of Zanite or Eve is not obtained and or that
the proposed business combination and the private placement of common stock are
not able to concurrently close; (iii) failure to realize the anticipated
benefits of the proposed business combination; (iv) risks relating to the
uncertainty of the projected financial information with respect to Eve; (v) the
outcome of any legal proceedings that may be instituted against Zanite, Embraer,
EAH and/or Eve following the announcement of the business combination agreement
and the transactions contemplated therein; (vi) future global, regional or local
economic and market conditions; (vii) the development, effects and enforcement
of laws and regulations; (viii) Eve’s ability to grow and manage future growth ,
maintain relationships with customers and suppliers and retain its key
employees; (ix) Eve’s ability to develop new products and solutions, bring them
to market in a timely manner, and make enhancements to its platform; (x) the
effects of competition on Eve’s future business; (xi) the amount of redemption
requests made by Zanite’s public stockholders; (xii) the ability of Zanite or
the combined company to issue equity or equity-linked securities in connection
with the proposed business combination or in the future; (xiii) the outcome of
any potential litigation, government and regulatory proceedings, investigations
and inquiries; (xiv) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and consummation,
(xv) costs related to the business combination, (xvi) the impact of the
global COVID-19 pandemic and (xvii) those factors discussed in the Definitive
Proxy Statement under the heading “Risk Factors,” and other documents of Zanite
filed, or to be filed, with the SEC. If any of these risks materialize or our
assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that neither Eve nor Zanite presently know or that Eve and Zanite
currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Eve’s and Zanite’s expectations, plans or
forecasts of future events and views as of the date of this Form 8-K. Eve and
Zanite anticipate that subsequent events and developments will cause Eve’s and
Zanite’s assessments to change. However, while Eve and Zanite may elect to
update these forward-looking statements at some point in the future, Eve and
Zanite specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Eve’s and Zanite’s
assessments as of any date subsequent to the date of this Current Report on
Form 8-K. Accordingly, undue reliance should not be placed upon the
forward-looking statements.


                                       2

——————————————————————————–

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description

99.1                Press Release by Eve, dated as of May 4, 2022.

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)



                                       3

——————————————————————————–

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s