Eve Holding, Inc. current report, 20 April 2022

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Eve Holding, Inc. — Form 8-K Summary

Business context and reporting period

This Form 8-K was filed by Zanite Acquisition Corp. on April 20, 2022. Zanite reported information under Regulation FD relating to its proposed business combination with Embraer S.A., Embraer Aircraft Holding Inc. and EVE UAM, LLC, which was expected to result in the public company now associated with Eve Holding, Inc. The filing does not provide a financial reporting period or historical financial statements.

Key financial metrics

  • Revenue, profit, cash flow and margins: The filing does not provide clear values.
  • Debt and liquidity: The filing does not provide clear values.
  • Other financial information: The filing refers generally to anticipated financial impacts, cash proceeds and a potential PIPE investment but provides no amounts or finalized terms in the supplied text.

Material changes versus the prior comparable period

No period-over-period financial comparison is presented. The principal development is strategic: Eve and Thales Group agreed to develop electric vertical take-off and landing aircraft in Brazil, as described in the referenced Exhibit 99.1 press release.

Guidance, outlook, risks and unusual items

  • The proposed business combination remained subject to stockholder approval, regulatory approvals, other closing conditions and the concurrent closing of the PIPE investment.
  • The level of redemptions by Zanite’s public stockholders could affect transaction proceeds and the combined company’s capitalization.
  • Forward-looking statements address future performance, transaction timing, anticipated financial impacts and use of proceeds, but are expressly described as illustrative and uncertain.
  • Key risks include failure or delay in completing the transaction, inability to realize expected benefits, uncertainty of Eve’s projected financial information, product-development and commercialization risks, competition, regulation, litigation, financing availability, growth-management challenges, employee retention and COVID-19 effects.
  • The Regulation FD information and Exhibit 99.1 were furnished and not deemed filed for purposes of Section 18 of the Exchange Act.

Most important facts for investors to verify

  1. Review Zanite’s definitive proxy statement filed April 13, 2022 for the transaction structure, projected financial information, risk factors, sponsor and management interests, and closing conditions.
  2. Verify the detailed terms, scope, funding and expected timeline of the Eve-Thales Brazil eVTOL development agreement in Exhibit 99.1.
  3. Confirm the final stockholder vote, regulatory approvals, redemption levels and whether the business combination and PIPE investment closed.
  4. Obtain subsequent filings for actual revenue, operating losses, cash usage, liquidity, capital requirements and other financial metrics, which are not provided in this 8-K.