Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report
on Form 8-K with respect to the issuance of shares of Common Stock in the business combination and the PIPE Investment is incorporated by reference herein. The shares of Common Stock
issuable in connection with the business combination and the PIPE Investment will be registered under the Securities Act of 1933, as amended (the Securities Act), in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
Important Information about the Business Combination and Where
to Find It
In connection with the business combination, on December 30, 2021, Zanite has filed with the SEC a preliminary proxy
statement (as amended by Amendment No. 1 to the preliminary proxy statement, filed on February 9, 2022) relating to the business combination. When available, Zanite will mail a definitive proxy statement and other relevant documents to its
stockholders. This Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the business combination. Zanites stockholders and other interested persons are advised to read the preliminary proxy statement and the amendments thereto and the definitive proxy
statement, when available, and documents incorporated by reference therein filed in connection with Zanites solicitation of proxies for its special meeting of stockholders to be held to approve the business combination and other matters, as
these materials contain or will contain important information about Zanite, Eve and the business combination. When available, the definitive proxy statement and other relevant materials for the business combination will be mailed to stockholders of
Zanite as of a record date to be established for voting on the business combination. Stockholders of Zanite may obtain copies of the preliminary proxy statement, the definitive proxy statement (when available) and other documents that are filed or
will be filed with the SEC or that are incorporated by reference therein, without charge, once available, at the SECs website 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.
This Current Report on Form 8-K is for informational purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an applicable exemption
from the registration requirements thereof.
Participants in the Solicitation
Zanite and its directors and executive officers may be deemed participants in the solicitation of proxies from Zanites stockholders with
respect to the proposed business combination. A list of the names of those directors and executive officers and a description of their interests in Zanite is contained in Zanites Registration Statement on
Form S-1/A and by Zanites Current Report on Form 8-K filed on September 15, 2021, each of which was filed with the SEC 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.