UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Zanite Acquisition Corp.
(Name of
Issuer)
Class A Common Stock, $0.0001 par value
(Title of
Class of Securities)
98907K103
(CUSIP
Number)
December 31, 2021
(Date of
Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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☐
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Rule
13d-1(b)
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☒
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Rule
13d-1(c)
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☐
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Rule
13d-1(d)
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* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Continued on
following pages
Page 1 of 12
Pages
Exhibit
Index: Page 11
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1
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NAMES OF
REPORTING PERSONS
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BASSO SPAC FUND
LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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1,183,183
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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1,183,183
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,183,183
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.14%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF
REPORTING PERSONS
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BASSO
MANAGEMENT, LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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1,183,183
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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1,183,183
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,183,183
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.14%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF
REPORTING PERSONS
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BASSO CAPITAL
MANAGEMENT, L.P.
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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1,183,183
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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1,183,183
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,183,183
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.14%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IA, PN
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1
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NAMES OF
REPORTING PERSONS
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BASSO GP,
LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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1,183,183
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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1,183,183
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,183,183
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.14%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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OO, HC
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1
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NAMES OF
REPORTING PERSONS
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HOWARD I.
FISCHER
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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United
States
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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1,183,183
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED
DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,183,183
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
|
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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5.14%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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IN, HC
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Item 1(a). |
Name of
Issuer:
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Zanite Acquisition Corp. (the “Issuer”)
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Item 1(b). |
Address of
Issuer’s Principal Executive Offices:
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25101 Chagrin Boulevard, Suite 350, Cleveland, Ohio 44122
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Item 2(a). |
Name of Person
Filing
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This
Statement is filed on behalf of the following persons
(collectively, the “Reporting Persons”):
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i)
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Basso SPAC Fund LLC (“Basso SPAC”);
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ii)
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Basso Management, LLC (“Basso
Management”);
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iii)
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Basso Capital Management, L.P.
(“BCM”);
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iv)
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Basso GP, LLC (“Basso GP”);
and
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v)
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Howard I. Fischer (“Mr.
Fischer”).
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This
Statement relates to Shares (as defined herein) directly
beneficially owned by Basso SPAC. Basso Management is the manager
of Basso SPAC. BCM serves as the investment manager of Basso SPAC.
Basso GP is the general partner of BCM. Mr. Fischer is the
principal portfolio manager for Basso SPAC, the Chief Executive
Officer and a Founding Managing Partner of BCM, and a member of
each of Basso Management and Basso GP. Accordingly, each of Basso
Management, BCM, Basso GP and Mr. Fischer may be deemed to
indirectly beneficially own the Shares reported herein.
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Item 2(b). |
Address of
Principal Business Office or, if None, Residence:
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The
address of the principal business office of each of the Reporting
Persons is 1266 East Main Street, Fourth Floor, Stamford,
Connecticut 06902.
Each of Basso
SPAC, Basso Management, and Basso GP is a Delaware limited
liability company. BCM is a Delaware limited partnership. Mr.
Fischer is a citizen of the United States.
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Item 2(d). |
Title of Class
of Securities:
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Class A Common
Stock, $0.0001 par value (the “Shares”)
98907K103
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Item 3. |
If This
Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or
(c), Check Whether the Person Filing is a:
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This
Item 3 is not applicable.
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Item 4(a). |
Amount
Beneficially Owned:
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As
of December 31, 2021, each of the Reporting Persons may be deemed
the beneficial owner of 1,183,183 Shares. This amount excludes the
rights to receive Shares (“Rights”) and warrants to purchase Shares
(“Warrants”), if any, underlying any Units and/or held directly by
the Reporting Persons, because the Reporting Persons do not have
the right to acquire the Shares underlying the Rights or Warrants
within 60 days.
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Item 4(b). |
Percent of
Class:
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As
of December 31, 2021, each of the Reporting Persons may be deemed
the beneficial owner of approximately 5.14% of Shares outstanding.
(There were 23,000,000 Shares outstanding as of November 12, 2021,
according to the Issuer’s Form 10-Q, filed on November 12,
2021.)
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Item 4(c). |
Number of
Shares as to which such person has:
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(i) Sole power to vote or direct
the vote:
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0
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(ii) Shared power to vote or
direct the vote:
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1,183,183
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(iii) Sole power to dispose or
direct the disposition of:
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0
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(iv) Shared power to dispose or
direct the disposition of:
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1,183,183
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Item 5. |
Ownership of
Five Percent or Less of a Class:
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This
Item 5 is not applicable.
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Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person:
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This
Item 6 is not applicable.
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Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control
Person:
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See
disclosure in Item 2 hereof.
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Item 8. |
Identification
and Classification of Members of the Group:
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This
Item 8 is not applicable.
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Item 9. |
Notice of
Dissolution of Group:
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This
Item 9 is not applicable.
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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BASSO SPAC
FUND LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Authorized Signatory
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BASSO
MANAGEMENT, LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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BASSO CAPITAL
MANAGEMENT, L.P.
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Chief Executive Officer &
Founding Managing Partner
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BASSO GP,
LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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HOWARD I.
FISCHER
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/s/ Howard I. Fischer
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EXHIBIT INDEX
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Ex.
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Page
No.
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A
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Joint Filing Agreement
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12
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The undersigned hereby agree that
the statement on Schedule 13G with respect to the common stock of
Zanite Acquisition Corp. dated as of February 11, 2022, is, and any
amendments thereto (including amendments on Schedule 13D) signed by
each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
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BASSO SPAC
FUND LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Authorized Signatory
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BASSO
MANAGEMENT, LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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BASSO CAPITAL
MANAGEMENT, L.P.
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Chief Executive Officer &
Founding Managing Partner
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BASSO GP,
LLC
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By:
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/s/ Howard I. Fischer
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Howard I. Fischer
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Member
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HOWARD I.
FISCHER
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/s/ Howard I. Fischer
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