Item 1. Business.
Introduction
We are a blank check company formed as a
Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the business combination). While we may
pursue an initial business combination target in any business industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and manage a business in the Aviation, Aerospace & Defense, Urban Mobility
and Emerging Technology industries that can benefit from our differentiated and proprietary deal flow, leading brand name and global network. We intend to focus on companies that have an aggregate enterprise value of approximately $600 million
to $1.5 billion. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a shell company as defined under the Exchange Act of 1934 (the Exchange Act)
because we have no operations and nominal assets consisting almost entirely of cash.
On November 19, 2020, we consummated our initial public
offering (the initial public offering) of 23,000,000 units (the units), including the issuance of 3,000,000 units as a result of the underwriters exercise of their over-allotment option in full. Each unit consists of
one share of Class A common stock and one-half warrant, with each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. The units were sold at a
price of $10.00 per unit, generating gross proceeds of $230 million.
Simultaneously with the consummation of the initial public offering, we
completed the private sale (the private placement) of an aggregate of 9,650,000 warrants (the private placement warrants) to Zanite Sponsor LLC (the Sponsor) at a purchase price of $1.00 per private placement
warrant, generating proceeds to the Company of $9,650,000.
Prior to the consummation of the initial public offering, on August 7, 2020, we issued an
aggregate of 5,750,000 shares (the founder shares) of our Class B common stock to the Sponsor for an aggregate purchase price of $25,000 in cash. On October 15, 2020, our Sponsor transferred 250,000 founder shares to Ronald D.
Sugar, our senior advisor, and 150,000 founder shares to each of John B. Veihmeyer, Larry R. Flynn and Gerard J. DeMuro, our directors, resulting in our Sponsor holding 5,050,000 founder shares.
A total of $232,300,000, comprised of $222,650,000 of the proceeds from the initial public offering (which amount includes $8,050,000 of the
underwriters deferred discount) and $9,650,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account (the trust account) at J.P. Morgan Chase Bank, N.A., maintained by Continental
Stock Transfer & Trust Company, acting as trustee.
The funds held in the trust account are invested in U.S. government securities, within the
meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money
market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the consummation of an initial business combination or
(ii) the distribution of the trust account, as described below.
As of December 31, 2020, there was $232,302,673.30 in investments and cash held
in the trust account, which includes interest income available to us for franchise and income tax obligations of approximately $2,673 and $1,971,811 of cash held outside the trust account. As of December 31, 2020, we have withdrawn $0 of
interest earned from the trust account to pay taxes.
Effecting Our Initial Business Combination
General
We are not presently engaged in, and we
will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash held in the trust account, the proceeds of the sale of our shares in connection with our initial business
combination (including pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing.
We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and
businesses.
If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are
used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies
or for working capital.
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