Eve Holding, Inc. current report, 16 November 2021

Full document

Business Context and Reporting Period

Zanite Acquisition Corp. filed this Form 8-K on November 17, 2021, reporting events occurring on November 16, 2021. The company was a special purpose acquisition company seeking to complete an initial business combination. The filing is not an Eve Holding, Inc. filing; it identifies the registrant as Zanite Acquisition Corp.

Key Financial and Capitalization Items

  • The Sponsor purchased 2,300,000 private placement warrants for an aggregate purchase price of $2.3 million, or $1.00 per warrant.
  • The Sponsor deposited the $2.3 million into the company’s trust account.
  • The warrants are identical to the private placement warrants issued in connection with the company’s initial public offering.
  • No underwriting discounts or commissions were paid.
  • The filing does not provide revenue, profit, operating cash flow, margins, debt balances, or broader liquidity metrics.

Material Changes Versus the Prior Period

  • The deadline to complete the initial business combination was extended by six months, from November 19, 2021 to May 19, 2022.
  • Stockholders were not entitled to vote on or redeem their shares in connection with the extension.
  • The extension was funded through the Sponsor’s purchase of the private placement warrants and related trust-account deposit.

Guidance, Outlook, Risks, and Unusual Items

  • The filing provides no operating guidance or financial forecast.
  • The principal corporate objective remains completing an initial business combination within the extended completion window.
  • If a business combination is not completed by May 19, 2022, the consequences under the company’s governing documents and offering terms should be verified.
  • The warrant issuance was made under the Securities Act Section 4(a)(2) exemption from registration.
  • The filing contains a possible exhibit-date inconsistency: Exhibit 99.1 is described as a press release dated November 17, 2022, although the filing and related events are dated November 2021.

Investor Verification Items

  1. Confirm the trust-account deposit and the terms, exercise provisions, and potential dilution associated with the 2,300,000 private placement warrants.
  2. Verify the applicable completion deadline and the liquidation, redemption, or other consequences if no business combination is completed by May 19, 2022.
  3. Review the company’s governing documents and prior IPO filings for the treatment of public shares, trust-account funds, and extensions.
  4. Resolve the apparent November 2022 versus November 2021 date discrepancy in Exhibit 99.1.
  5. Confirm the correct issuer for any analysis involving Eve Holding, Inc., because this filing identifies Zanite Acquisition Corp. as the registrant.