SEC Form 8-K Summary
Registrant: Zanite Acquisition Corp. (subsequently associated with Eve Holding, Inc.)
Reporting date: May 28, 2021. This current report addresses a Nasdaq listing-compliance matter rather than operating or financial results.
Business Context and Reporting Period
Zanite Acquisition Corp. is a special purpose acquisition company whose securities were listed on Nasdaq under symbols ZNTEU, ZNTE, and ZNTEW. The filing concerns the company’s delayed Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics. The March 31, 2021 financial statements had not yet been filed, and the company was still evaluating the accounting treatment of SPAC warrants.
Material Changes Versus the Prior Comparable Period
- The company failed to file its Q1 2021 Form 10-Q by May 24, 2021, including the extension available under Rule 12b-25.
- On May 28, 2021, Nasdaq notified the company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports.
- The delay was related in part to the company’s review of the SEC staff’s April 12, 2021 statement concerning accounting and reporting for warrants issued by SPACs.
Guidance, Outlook, Risks, and Unusual Items
- Nasdaq gave the company until July 27, 2021 to file the Q1 2021 Form 10-Q.
- If the filing could not be completed by that date, the company could submit a plan to regain compliance with Nasdaq’s listing requirements.
- The Nasdaq notice had no immediate effect on the listing or trading of the company’s units, common stock, or warrants.
- Management stated that it was working to complete the Form 10-Q and expected to file it as soon as practicable, but provided no firm filing date.
- Forward-looking statements regarding the timing of the filing were subject to risks and uncertainties, including the time required to complete the accounting review and related procedures.
Investor Verification Items
- Verify when the delayed Q1 2021 Form 10-Q was ultimately filed and whether it included warrant-related accounting adjustments or restatements.
- Confirm whether Nasdaq accepted a compliance plan or imposed any additional conditions.
- Review the eventual financial statements for impacts on warrant classification, liabilities, equity, and reported results.
- Confirm that the company’s securities remained listed and continued trading without interruption.