Participants in the Solicitation
Zanite and its directors and executive officers may be deemed
participants in the solicitation of proxies from Zanite’s
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 Zanite’s
Registration Statement on Form S-1/A and by Zanite’s
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 SEC’s 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 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 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 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
Investment, 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