in Zanites Amendment No. 2 to the preliminary proxy statement filed with the SEC on March 18, 2022, and is available free of charge at the SECs web site at www.sec.gov, or
by directing a request to Zanite Acquisition Corp. at 25101 Chagrin Boulevard Suite 350, Cleveland, Ohio 44122, Attention: Steven H. Rosen, or by calling (216) 292-0200.
Eve, Embraer, EAH and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies
from the stockholders of Zanite in connection with the proposed Business Combination.
Additional information regarding the persons who
may, under SEC rules, be deemed participants in the solicitation of Zanites stockholders in connection with the proposed Business Combination, including a description of their direct and indirect interests, by security holdings or otherwise,
which may be different than those of Zanite stockholders generally, may be obtained by reading Zanites preliminary proxy statement for the proposed Business Combination and, when it is filed with the SEC, the definitive proxy statement and any
other relevant documents that are filed or will be filed with the SEC relating to the proposed Business Combination. Stockholders, potential investors and other interested persons should read the preliminary proxy statement carefully and, when it
becomes available, the definitive proxy statement and any other relevant documents that are filed or will be filed with the SEC relating to the proposed business combination before making any voting or investment decisions. These documents can be
obtained free of charge from the sources indicated above.
Forward-Looking Statements
This Form 8-K includes forward-looking statements within the meaning of the
safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as estimate, plan, project,
forecast, intend, will, expect, anticipate, believe, seek, target, may, intend, predict, should,
would, predict, potential, seem, future, outlook or other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Zanites, Eves, Embraers and EAHs expectations with respect to future performance
and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the PIPE Investment, the level of redemptions by Zanites public stockholders, the timing of the
completion of the Business Combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of Zanites, Eves, Embraers and
EAHs management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions, and such differences may be material. Many actual events and
circumstances are beyond the control of Zanite, Eve, Embraer and EAH.
These forward-looking statements are subject to a number of risks
and uncertainties, including: (i) changes in domestic and foreign business, market, financial, political and legal conditions; (ii) the inability of the parties to successfully or timely consummate the proposed Business Combination,
including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination or that
the approval of the stockholders of Zanite or Eve is not obtained and or that the proposed Business Combination and the private placement of common stock are not able to concurrently close; (iii) failure to realize the anticipated benefits of
the proposed business combination; (iv) risks relating to the uncertainty of the projected financial information with respect to Eve; (v) the outcome of any legal proceedings that may be instituted against Zanite, Embraer, EAH