Additional information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of Zanite’s
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
Zanite’s 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 communication 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 Zanite’s, Eve’s, Embraer’s
and EAH’s 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, the level of redemptions by Zanite’s 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 Zanite’s,
Eve’s, Embraer’s and EAH’s 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 and/or Eve following the announcement of the
business combination agreement and the transactions contemplated
therein; (vi) future global, regional or local economic and
market conditions; (vii) the development, effects and
enforcement of laws and regulations; (viii) Eve’s ability to
grow and manage future growth , maintain relationships with
customers and suppliers and retain its key employees;
(ix) Eve’s ability to develop new products and solutions,
bring them to market in a timely manner, and make enhancements to
its platform; (x) the effects of competition on Eve’s future
business; (xi) the amount of redemption requests made by
Zanite’s public stockholders; (xii) the ability of Zanite or
the combined company to issue equity or equity-linked securities in
connection with the proposed business combination or in the future;
(xiii) the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries;
(xiv) the risk that the proposed business combination disrupts
current plans and operations as a result of the announcement and
consummation, (xv) costs related to the business combination,
(xvi) the impact of the global COVID-19 pandemic and (xvii) those
factors discussed in Zanite’s Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2021 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021, in each case, under the heading “Risk
Factors,” and other documents of Zanite filed, or to be filed, with
the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Eve nor Zanite presently know or that
Eve and Zanite currently believe are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect Eve’s and Zanite’s expectations, plans or forecasts of
future events and views as of the date of this communication. Eve
and Zanite anticipate that subsequent events and developments will
cause Eve’s and Zanite’s assessments to change. However, while Eve
and Zanite may elect to update these forward-looking statements at
some point in the future, Eve and Zanite specifically disclaim any
obligation to do so. These forward-looking statements should not be
relied upon as representing Eve’s and Zanite’s assessments as of
any date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
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