Item 7.01 Regulation FD Disclosure.
As previously announced,
Attached as Exhibit 99.1 is a press release (the "BAES Press Release"), dated as
of
Attached as Exhibit 99.2 is a press release (the "SkyWest Press Release"), dated
as of
Attached as Exhibit 99.3 is a press release (the "Republic Press Release"),
dated as of
Attached as Exhibit 99.4 is a press release (the "Azorra Press Release"), dated
as of
The information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Zanite under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibits 99.1, 99.2, 99.3 and 99.4.
Important Information about the Business Combination and Where to Find It
In connection with the business combination, Zanite intends to file with the
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 will
also be able to obtain copies of the preliminary proxy statement, the definitive
proxy statement and other documents filed with the
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 Zanite's stockholders with respect to the
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
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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 business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be included in the proxy statement for the business combination when available.
Additional information regarding the persons who may, under
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, 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.
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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
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 BAES Press Release, dated as ofDecember 21, 2021 . 99.2 SkyWest Press Release, dated as ofDecember 21, 2021 . 99.3 Republic Press Release, dated as ofDecember 21, 2021 . 99.4 Azorra Press Release, dated as ofDecember 21, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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