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 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 Definitive
Proxy Statement and any other relevant documents that are filed or
will be filed with the SEC relating to the proposed business
combination carefully 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 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 the Definitive Proxy
Statement filed with the SEC on April 13, 2022 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 Form 8-K. 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 Current Report on
Form 8-K. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.