Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, 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"). In addition, as previously announced, on
December 21, 2021, December 24, 2021, March 9, 2022 and March 16, 2022, Zanite
entered into subscription agreements (collectively, the "Subscription
Agreements") with certain investors (collectively, the "PIPE Investors"),
including certain strategic PIPE Investors and/or investors with existing
relationships with Embraer (collectively, the "Strategic Investors"), pursuant
to, and on the terms and subject to the conditions of which, Zanite agreed to
issue and sell to the PIPE Investors an aggregate of 34,730,000 shares of the
Company's common stock, par value $0.0001 ("Common Stock") at $10.00 per share,
for an aggregate purchase price of $347,300,000, in private placements to close
substantially concurrently with the closing of the transactions contemplated by
the Business Combination Agreement (the "Closing") (the "PIPE Investment").
On April 4, 2022, Zanite entered into an Amendment to the Subscription Agreement
with EAH (the "Amendment"), pursuant to which EAH subscribed to purchase an
additional 1,000,000 shares of Common Stock for an aggregate purchase price of
$10,000,000. As a result, as of April 4, 2022, Zanite has agreed to issue and
sell an aggregate of 35,730,000 shares of Common Stock to the PIPE Investors in
the PIPE Investment for an aggregate purchase price of $357,300,000.
As previously disclosed, the Subscription Agreements provide for certain
registration rights. In particular, the Company is required to, as soon as
practicable but no later than 30 calendar days following the Closing, submit to
or file with the U.S. Securities and Exchange Commission (the "SEC") a
registration statement registering the resale of such shares of Common Stock.
Additionally, the Company is required to use its commercially reasonable efforts
to have the registration statement declared effective as soon as practicable
after the filing thereof, but no later than the earlier of: (i) the 90th
calendar day following the filing if the SEC notifies the Company that it will
"review" such registration statement following the Closing; and (ii) the 10th
business day after the date the Company is notified (orally or in writing,
whichever is earlier) by the SEC that the registration statement will not be
"reviewed" or will not be subject to further review. The Company must use
commercially reasonable efforts to keep the registration statement effective
until the earliest of: (i) three years from the date of effectiveness of the
registration statement; (ii) the date the PIPE Investors no longer hold any
registrable shares; and (iii) the date all registrable shares held by the PIPE
Investors may be sold without restriction under Rule 144. The Subscription
Agreements will terminate, and be of no further force and effect, upon the
earliest to occur of (i) such date and time as the Business Combination
Agreement is terminated in accordance with its terms, (ii) upon the mutual
written agreement of Zanite and the applicable PIPE Investor, (iii) if the
conditions set forth therein are not satisfied or are not capable of being
satisfied prior to the Closing (as defined in the Subscription Agreements) and,
as a result thereof, the transactions contemplated therein will not be or are
not consummated at the Closing (as defined in the Subscription Agreements), and
(iv) September 21, 2022.
As previously disclosed, EAH will be party to the amended and restated
registration rights agreement (the "Registration Rights Agreement") that the
Company will enter into at Closing, Pursuant to the Registration Rights
Agreement, the Company will agree to register for resale, pursuant to Rule 415
under the
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Securities Act, certain shares of Common Stock and other equity securities of
the Company that are held by the parties thereto from time to time and the
parties thereto will be provided with customary demand and piggyback
registration rights.
The foregoing description of the Amendment is not complete and is subject to and
qualified in its entirety by reference to the Amendment to the Subscription
Agreement with EAH, a copy of which is filed as Exhibit 99.1 hereto and the
terms of which are incorporated by reference herein.
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 is incorporated by reference
herein. The shares of Common Stock issuable in connection with the business
combination and the PIPE Investment will not 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.
Important Information about the Business Combination and Where to Find It
In connection with the business combination, on December 30, 2021, Zanite has
filed with the Securities and Exchange Commission ("SEC") a preliminary proxy
statement (as amended by Amendment No. 1 to the preliminary proxy statement,
filed on February 9, 2022, as further amended by Amendment No. 2 to the
preliminary proxy statement, filed on March 18, 2022) relating to the Business
Combination. When available, 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 the preliminary proxy statement and the amendments thereto and
the definitive proxy statement, when available, 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. 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 may obtain copies of the preliminary proxy statement, the definitive
proxy statement (when available) 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 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
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in Zanite's Amendment No. 2 to the preliminary proxy statement filed with the
SEC on March 18, 2022, 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.
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 Zanite's
preliminary proxy statement for the proposed Business Combination and, when it
is filed with the SEC, 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 preliminary proxy statement carefully and, when it
becomes available, 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 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
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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
Amendment No. 2 to the preliminary proxy statement filed with the SEC on
March 18, 2022 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Amendment to the Subscription Agreement with Embraer Aircraft
Holding, Inc., dated as of April 4, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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