Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On December 21, 2021, 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").

The Business Combination

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the closing of the transactions contemplated by the Business Combination Agreement (the "Closing"), Zanite has agreed to pay consideration in the form of 220,000,000 newly issued shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), valued at $10.00 per share (the "Consideration"), to EAH in exchange for the transfer to Zanite of all of the issued and outstanding limited liability company interests of Eve. As a result of the transactions contemplated by the Business Combination Agreement (the "business combination"), Eve will become a wholly owned subsidiary of Zanite, which will change its name to "Eve Holding, Inc."

The board of directors of Zanite (the "Board") has unanimously approved and declared advisable the Business Combination Agreement, the business combination and the other transactions contemplated thereby and resolved to recommend approval of the Business Combination Agreement and related matters by Zanite's stockholders.

The Pre-Closing Restructuring

On December 10, 2021, as contemplated by the terms of the Business Combination Agreement and that certain Contribution Agreement, dated as of December 10, 2021, by and among Embraer, EAH and Eve (the "Contribution Agreement"), Embraer effected a series of transactions (the "pre-closing restructuring") that resulted in (i) certain assets and liabilities of the UAM Business (as defined below) being transferred to and owned or licensed by Eve or one of its subsidiaries in exchange for newly issued limited liability company interests of Eve and (ii) Eve becoming a wholly owned subsidiary of EAH.

The "UAM Business," which has been incubated within Embraer since 2017, includes (i) the research, design, development, testing, engineering, licensing, certification, manufacturing, procurement, assembling, packaging, sales support and after-sales support of, marketing, promotion, advertising, qualification, distribution, importation, fulfillment, offering, sale, deployment delivery, provision, exploitation, configuration, installation, integration, analysis, support, maintenance, repair, service, and other commercialization of or provision of services with respect to, a passenger or cargo aircraft with hybrid/electric propulsion with vertical take-off and landing capabilities, with maximum range of no more than 200 nautical miles (370.4 kilometers) ("eVTOL") and related products and services and (ii) the development of an Urban Air Mobility Traffic Management solution ("UATM"), a collection of systems and services (including organizations, airspace structures and procedures and technologies) that support the integrated operation of Urban Air Mobility ("UAM") vehicles in low level airspace, which systems and services are directed to supporting UAM operations and enhancing the performance of UAM and low-level airspace travel (not including general air traffic management systems), in each case excluding applications in the crop dusting, defense and security businesses.

Services Agreements

In connection with the pre-closing restructuring, and as contemplated by the terms of the Business Combination Agreement, Eve entered into three master services agreements on December 14, 2021 (each, an "MSA" and collectively, the "Master Services Agreements") relating to the UAM Business: one MSA with Embraer; one MSA with Atech - Negócios em Tecnologias S.A., a Brazilian corporation (sociedade

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anônima) and an indirect wholly owned subsidiary of Embraer ("Atech"); and one MSA with EVE Soluções de Mobilidade Aérea Urbana Ltda., a Brazilian limited liability company (sociedade limitada) and a direct wholly owned subsidiary of Eve (the "Brazilian Subsidiary"); each of which is attached to the Business Combination Agreement as Exhibit D-1, D-2 and D-3, respectively. Pursuant to the Master Services Agreements with Embraer and Atech, Embraer and its affiliates (other than Eve and its subsidiaries) have agreed to supply certain products and perform certain services relating to the development, certification, manufacturing and support of eVTOL, and license certain intellectual property to be used within the UAM Business, to Eve and its subsidiaries. Pursuant to the Master Services Agreement with the Brazilian Subsidiary, the Brazilian Subsidiary has agreed to develop and facilitate the execution of a commercial business plan for the strategic development of the UAM Business on behalf of Eve. The initial term of each MSA is expected to end on the 15th anniversary of its respective effective date.

In addition, on December 14, 2021, Eve and the Brazilian Subsidiary entered into a shared services agreement with Embraer and EAH, attached to the Business Combination Agreement as Exhibit E (the "Shared Services Agreement"), pursuant to which Embraer and EAH have agreed to provide certain corporate and administrative services to Eve and the Brazilian Subsidiary. On the same date, Embraer, Eve and the Brazilian Subsidiary also entered into a database limited access agreement, attached to the Business Combination Agreement as Exhibit F (the "Data Access Agreement"), pursuant to which Embraer has agreed to provide the Brazilian Subsidiary with access to certain of its intellectual property and proprietary information in order to facilitate the execution of the specific activities that are set out in certain of the statements of work entered into pursuant to the Master Services Agreements.

Conditions to Closing

The obligation of Zanite, Embraer, Eve and EAH to consummate the business combination pursuant to the Business Combination Agreement is subject to the satisfaction or waiver of certain closing conditions, including, among others: (i) approval by Zanite's stockholders of the Business Combination Agreement, the business combination and certain other actions related thereto; (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (iii) the pre-closing restructuring will have been completed in all material respects prior to the Closing in accordance with the terms of the Business Combination Agreement and the Contribution Agreement; and (iv) the absence of a UAM Material Adverse Effect and the absence of a Zanite Material Adverse Effect (each as defined in the Business Combination Agreement).

In addition, it is also a condition to Embraer's, Eve's and EAH's obligation to consummate the business combination that the amount of cash available in Zanite's trust account, after deducting the amount required to satisfy Zanite's . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of Common Stock in the business combination and the PIPE Investment and the issuance of warrants pursuant to the Strategic Warrant Agreements is incorporated by reference herein. Neither the shares of Common Stock issuable in connection with the business combination and the PIPE Investment, nor the warrants issuable pursuant to the Strategic Warrant Agreements, will be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

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Item 7.01 Regulation FD Disclosure.

On December 21, 2021, Zanite and Eve issued a joint press release announcing the execution of the Business Combination Agreement. The press release is furnished hereto as Exhibit 99.1.

Furnished as Exhibit 99.2 hereto is the investor presentation, dated December 21, 2021, for use by Zanite in meetings with certain of its stockholders as well as other persons with respect to the proposed business combination.

In addition, furnished herewith as Exhibit 99.3 is the transcript of a joint conference call held on December 21, 2021, by Zanite and Eve in connection with the announcement of their entry into the Business Combination Agreement.

The information in this Item 7.01, including Exhibits 99.1, 99.2, and 99.3 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 of the information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.

Important Information about the Business Combination and Where to Find It

In connection with the business combination, Zanite intends to file with the SEC a preliminary proxy statement relating to the business combination. Zanite will mail a definitive proxy statement and other relevant documents to its stockholders. 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, when available, the preliminary proxy statement and the amendments thereto and 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 will contain important information about Zanite, Eve and the business combination. When available, the definitive proxy statement and other relevant materials for the business combination will be mailed to stockholders of Zanite as of a record date to be established for voting on the business combination. Stockholders of Zanite will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC's website at 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 business combination. A list of the names of those directors and executive officers and a description of their interests in Zanite is contained in Zanite's Registration Statement on Form S-1/A and by Zanite's Current Report on Form 8-K filed on September 15, 2021, each of which was filed with the SEC and is available free of charge at the SEC's web site at 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.

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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 business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be included in the proxy statement for the business combination when available.

Additional information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Zanite's stockholders in connection with the business combination, including a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in Zanite's proxy statement for the business combination when it is filed with the SEC. Stockholders, potential investors and other interested persons should read the proxy statement carefully when it becomes available before making any voting or investment decisions. When available, 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, 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.

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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 Zanite's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, in each case, 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 . . .

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.       Description

2.1†                Business Combination Agreement, dated as of December 21, 2021,
                  by and among the Registrant, Embraer S.A., EVE UAM, LLC and
                  Embraer Aircraft Holding, Inc.

10.1                Form of Subscription Agreement.

10.2              Form of Strategic Warrant Agreement.

10.3                Sponsor Support Agreement, dated as of December 21, 2021, by
                  and among the Registrant, Embraer S.A., Embraer Aircraft Holding,
                  Inc., Zanite Sponsor LLC, John B. Veihmeyer, Larry R. Flynn,
                  Gerard J. DeMuro and Ronald D. Sugar.

10.4                Contribution Agreement, dated as of December 19, 202, by and by
                  and among Embraer S.A., Embraer Aircraft Holding Inc. and EVE
                  UAM, LLC.

99.1                Press Release, dated as of December 21, 2021.

99.2                Investor Presentation, dated as of December 2021.

99.3                Transcript of Joint Investor Call, dated as of December 21,
                  2021.

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

† Certain of the exhibits and schedules to this Exhibit have been omitted in


  accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish
  a copy of all omitted exhibits and schedules to the SEC upon its request;
  provided, however, that Zanite may request confidential treatment pursuant to
  Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so
  furnished.

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