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 is a press release, dated as of March 16, 2022, issued by Eve announcing that Eve and a consortium of leading
Urban Air Mobility (UAM) organizations and technology enablers, including Skyports, L3Harris, and the Community Air Mobility Initiative, have developed a Concept of Operations for UAM operations between Miami International Airport
and the Miami Beach Convention Center. 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, 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) 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. Zanites 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 Zanites 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 SECs 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 Zanites 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 Zanites Registration Statement on
Form S-1/A and by Zanites 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 SECs 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 Zanites
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 Zanites 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 Zanites, Eves, Embraers and EAHs 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 Zanites 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 Zanites, Eves, Embraers and EAHs 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) Eves ability to grow and manage future
growth , maintain relationships with customers and suppliers and retain its key employees; (ix) Eves 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 Eves future business; (xi) the amount of redemption requests made by
Zanites 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 Zanites Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 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 Eves and Zanites 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 Eves and Zanites 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
Eves and Zanites 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
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Exhibit No. |
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Description |
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99.1 |
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Press Release by Eve and Skysports, dated as of March 16, 2022. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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ZANITE ACQUISITION CORP. |
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Dated: March 16, 2022 |
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By: |
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/s/ Steven H. Rosen |
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Name: |
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Steven H. Rosen |
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Title: |
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Co-Chief Executive Officer |
Exhibit 99.1
Embraers Eve Consortium Announces Initial Urban Air Mobility Concept of Operations in Miami-Dade County
Melbourne, Florida, March 16, 2022 Eve UAM, LLC (Eve), an Embraer S.A. (Embraer) company, has
formed a consortium of leading Urban Air Mobility (UAM) organizations and technology enablers, including Skyports, L3Harris Technologies, and the Community Air Mobility Initiative (CAMI) to develop a Concept of Operations (CONOPS) for UAM
operations between Miami International Airport (MIA) and the Miami Beach Convention Center. This agnostic document is intended to be the first of several deliverables for bringing UAM operations to Miami-Dade.
The consortium examined the ecosystem required for both passenger and vehicle journeys, received valuable insights and feedback from stakeholders across
Miami-Dade County, and accessed locally, publicly available information. The data were used to establish a foundational understanding of how UAM could safely support an airport shuttle use case in the county.
Each of the consortium partners has been playing an essential role within this collaboration. Skyports designs, builds, and operates take-off and landing infrastructures for UAM aircraft, L3Harris integrates next-generation Air Traffic Management (ATM) technologies to enable UAM operations, and CAMI supports the responsible integration of UAM
into communities.
Miami-Dade County and Florida present a great opportunity for Eve to create a blueprint that can be replicated in markets in
North America and other regions as we look toward the introduction of UAM operations. Eve and the consortium have gained valuable insights into how best we, and our peers, can prepare the ecosystem to launch and scale safely. We are excited to
continue working with all stakeholders in Miami-Dade County and the community on the next phases of this concept of operations, said Andre Stein, co-CEO of Eve.
Skyports is proud to partner with this consortium and community leaders to contribute our infrastructure knowledge to the future of Urban Air Mobility
in Miami-Dade. We believe this study is an important first step to working with the community as well as local industry to ensure vertiports can be delivered with strong local support. As Miami-Dade County begins preparation for Urban Air Mobility
operations in the coming years we look forward to working with local and state leaders to make this a reality, said Duncan Walker, CEO of Skyports.
The consortium is now seeking community input on the first phase of this CONOPS and will hold various
listen and learn sessions with community stakeholders, our peers, and potential operators to examine how additional procedures and frameworks can be developed in the coming months and years to facilitate the successful adoption of UAM
operations in Miami-Dade. This feedback will allow the consortium to better understand Miami-Dades unique operating environment, establish a more detailed flight profile, address community concerns, and determine how charging
infrastructure for electric vertical take-off and landing (eVTOL) aircraft can be safely built into a future UAM ecosystem.
The listen-and-learn period is expected to last until June 30, 2022,
during which time feedback and requests to speak with the team can be addressed to Contact@EveAirMobility.com. Following the conclusion of the listen-and-learn period,
the team will incorporate the communitys input and present the findings to the county and public stakeholders later this summer.
Follow Eve and
Embraer on Twitter: @EveAirMobility @Embraer
About Eve Air Mobility
Eve is dedicated to accelerating the UAM ecosystem. Benefitting from a startup mindset, backed by Embraers more than
50-year history of aerospace expertise, and with a singular focus, Eve is taking a holistic approach to progressing the UAM ecosystem, with an advanced eVTOL project, a comprehensive global services and
support network and a unique air traffic management solution. For more information, please visit www.eveairmobility.com.
About Embraer
A global aerospace company headquartered in Brazil, Embraer has businesses in Commercial and Executive aviation, Defense & Security
and Agricultural Aviation. The company designs, develops, manufactures and markets aircraft and systems, providing Services & Support to customers after-sales.
Since it was founded in 1969, Embraer has delivered more than 8,000 aircraft. On average, about every 10 seconds an aircraft manufactured by Embraer takes off
somewhere in the world, transporting over 145 million passengers a year.
Embraer is the leading manufacturer of commercial jets up to 150 seats and
the main exporter of high value-added goods in Brazil. The company maintains industrial units, offices, service and parts distribution centers, among other activities, across the Americas, Africa, Asia and Europe.
About Skyports
Skyports is the leading enabler of advanced air mobility (AAM) and provides the critical link between the ground and the sky. The company designs, builds, and
operates take-off and landing infrastructure for air taxis, and partners with world-class electric vertical take-off and landing (eVTOL) passenger and cargo vehicle
manufacturers around the world to enable safe, sustainable and efficient flight operations within urban and suburban environments. Skyports also flies drones as a service, which is already proving the viability of the companys best-in-class unmanned systems technologies within the medical, e-commerce, maritime and logistics sectors. Based in London, United
Kingdom, Skyports has projects operating in multiple continents, including in Asia, Africa, Australia, Europe, Middle East and North America. Skyports investors include Deutsche Bahn Digital Ventures, Groupe ADP, Irelandia Aviation and Levitate
Capital.
About L3Harris Technologies
L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering
end-to-end solutions that meet customers mission-critical needs. The company provides advanced defense and commercial technologies across space, air, land, sea and
cyber domains. L3Harris has approximately $18 billion in annual revenue and 47,000 employees, with customers in more than 100 countries. L3Harris.com.
About CAMI
The Community Air Mobility Initiative
(CAMI) is a nonprofit organization founded to support the responsible integration of advanced air mobility into communities through education, communication, and collaboration. CAMI understands the importance of connecting communities and helps
equip state and local decision-makers, planners, and the public with the information needed to formulate policy and identify and design the infrastructure and system elements needed to integrate advanced air mobility into transportation systems.
CAMI connects communities and industry by providing expertise, resources, and peer collaboration opportunities to state and local leaders, decision-makers and planners that will be vital to the successful integration of aviation into our daily
transportation options.
Important Information and Where to Find it
In connection with the proposed business combination among Zanite Acquisition Corp. (Zanite), Embraer, Eve and Embraer Aircraft Holding, Inc.
(EAH), 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) relating to the
business combination. When available, Zanite will mail a definitive proxy statement and other relevant documents to its stockholders. This press release 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. Zanites 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 Zanites 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 have been or will be filed with the SEC or that are incorporated by reference therein, without charge, once available, at the SECs 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.
Forward-Looking Statements Disclosure
This press
release contains forward-looking statements. Forward-looking statements represent Eves, Embraers, Skyports, L3Harris, and CAMIs current expectations or forecasts of future events. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as may, will, expect, intend, estimate, anticipate, believe, project, or
continue, or other similar words. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including any statement that does not directly relate to any historical or current
fact. Forward-looking statements are based on current assumptions about future events that may not prove to be accurate. These statements are not guaranteed and are subject to risks, uncertainties, and changes in circumstances that are difficult to
predict. Many factors could cause actual results to differ materially from these forward-looking statements. As a result, these statements speak only as of the date they are made, and neither party undertakes an obligation to update or revise any
forward-looking statement, except as required by law. Specific factors that could cause actual results to differ materially from these forward-looking statements include the effect of global economic conditions, the ability of the parties to
negotiate and enter into a definitive agreement and realize anticipated synergies, the ability of Eve to obtain the required certifications to manufacture and sell its eVTOL aircraft, and other important factors previously disclosed in the section
entitled Risk Factors in Zanites Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and other documents of Zanite filed, or to be filed, with the SEC, all of which
are accessible on the SECs website at www.sec.gov.
No Offer or Solicitation
This press release 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 Zanites 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 Zanites Registration Statement on Form S-1/A and by Zanites 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 SECs 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 Zanites 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 Zanites
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.