Business Context and Reporting Period
This Form 8-K was filed by Zanite Acquisition Corp. on March 15, 2022, regarding events occurring March 9, 2022. Zanite is pursuing a proposed business combination with EVE UAM, LLC, a wholly owned subsidiary of Embraer S.A. Following the transaction, the combined company is expected to operate under the Eve name.
Key Financial and Transaction Metrics
- An additional strategic investor agreed to purchase 230,000 shares of Zanite common stock for $10.00 per share, or $2.3 million.
- Total PIPE commitments increased to 31,730,000 shares for aggregate gross proceeds of $317.3 million.
- The PIPE investment is expected to close substantially concurrently with the business combination, subject to applicable closing conditions.
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics for Eve or Zanite.
Material Changes Versus the Prior Comparable Period
Relative to the previously disclosed PIPE commitments of 31,500,000 shares and $315.0 million, the March 9 subscription increased the commitments by 230,000 shares and $2.3 million. The filing does not present period-over-period operating results.
Guidance, Outlook, Risks, and Unusual Items
- Zanite must file a resale registration statement for the PIPE shares no later than 30 calendar days after the business combination closes and must use commercially reasonable efforts to have it declared effective within specified deadlines.
- The registration statement must generally remain effective until the earliest of three years after effectiveness, the date PIPE investors no longer hold registrable shares, or the date the shares may be sold without restriction under Rule 144.
- The subscription agreements may terminate if the business combination is terminated, closing conditions cannot be satisfied, the parties mutually agree, or the agreements have not closed by September 21, 2022.
- The shares are expected to be issued under the Securities Act registration exemption in Section 4(a)(2) and/or Regulation D, with resale registration rights.
- Completion remains subject to stockholder approval, regulatory approvals, other closing conditions, the level of public-stockholder redemptions, and the concurrent closing of the PIPE investment.
- Identified risks include uncertainty in Eve’s projected financial information, execution and growth risks, competition, product-development and commercialization risks, litigation and regulatory proceedings, financing availability, COVID-19 impacts, and broader economic and market conditions.
- The filing contains forward-looking statements regarding the transaction, anticipated financial effects, timing, redemptions, and use of proceeds; management cautions that actual results may differ materially.
Important Facts for Investors to Verify
- Whether Zanite stockholders approve the proposed business combination and whether all regulatory and other closing conditions are satisfied.
- The final amount of public-stockholder redemptions and the resulting cash available to the combined company.
- Whether all $317.3 million of PIPE commitments are funded at closing and whether any subscription agreements terminate.
- The definitive transaction terms, capitalization, ownership percentages, and use of proceeds disclosed in the definitive proxy statement.
- Eve’s projected financial information, operating plan, liquidity needs, and assumptions underlying its business combination valuation.
- The timing and effectiveness of the resale registration statement for the PIPE shares.