Zanite Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: UAM, LLC (“Eve”)
ENTERPRISE VALUE: $2.4 billion
ANTICIPATED SYMBOL: EVEX
Zanite Acquisition Corp. proposes to combine with UAM, LLC (“Eve”), a leader in the development of next-generation Urban Air Mobility (“UAM”) solutions.
Eve’s strategic partnership with Embraer is a key competitive advantage. In connection with the transaction, Embraer has contributed its UAM-related assets, employees and IP to Eve. In addition, Embraer has granted Eve a royalty-free license to Embraer’s background IP to be used within the UAM market. Eve has access to thousands of skilled Embraer employees on a flexible, first priority basis and use of Embraer’s global infrastructure on preferred terms, pursuant to the terms of certain services agreements between Embraer and Eve. The strategic alignment with Embraer provides Eve with significant cost and execution advantages relative to other UAM participants.
Eve is the first company to graduate from EmbraerX, the market accelerator created in 2017 by Embraer, a global leader in the aviation industry with a more than 50-year history of aircraft manufacturing and certification expertise. With a singular focus on a potential $760 billion urban air mobility (“UAM”) addressable market, Eve has introduced a comprehensive, practical and capital efficient UAM solution spanning electric vertical takeoff and landing vehicle (“eVTOL”) design and production, service and support, fleet operations and urban air traffic management. By leveraging the ongoing support and resources of Embraer and the anticipated proceeds from the business combination, the parties to the transaction believe that Eve is uniquely positioned to develop, certify and commercialize its UAM solutions on a global scale.
Eve:
- Eve is dedicated to accelerating the UAM ecosystem.
- Benefitting from a startup mindset, backed by Embraer’s more than 50-year history of aerospace expertise, and with a singular focus, Eve is taking a holistic approach to progressing the UAM ecosystem, with an advanced eVTOL project, a comprehensive global services and support network and a unique air traffic management solution.
Embraer:
- A global aerospace company headquartered in Brazil, Embraer has businesses in Commercial and Executive aviation, Defense & Security and Agricultural Aviation.
- The company designs, develops, manufactures and markets aircraft and systems, providing Services & Support to customers after-sales.
- Since it was founded in 1969, Embraer has delivered more than 8,000 aircraft.
- On average, about every 10 seconds an aircraft manufactured by Embraer takes off somewhere in the world, transporting over 145 million passengers a year.
- Embraer is the leading manufacturer of commercial jets up to 150 seats and the main exporter of high value-added goods in Brazil.
- The company maintains industrial units, offices, service and parts distribution centers, among other activities, across the Americas, Africa, Asia and Europe.
SUBSEQUENT EVENT – 4/4/22 – 8-K LINK
- Additional Subscription agreement
- On April 4, 2022, Zanite entered into an Amendment to the Subscription Agreement with EAH to purchase an additional 1,000,000 shares of Common Stock for an aggregate purchase price of $10,000,000.
- The total PIPE now adds up to $357,300,000.
SUBSEQUENT EVENT – 3/18/22 – 8-K LINK
- Subscription agreement
- On March 16, 2022, Zanite entered into a Subscription Agreement with an additional Strategic Investor, Acciona Logistica, S.A. (“Acciona”), pursuant to which Acciona subscribed to purchase an aggregate of 3,000,000 shares of Common Stock for an aggregate purchase price of $30,000,000.
- The total PIPE now adds up to $347 million
- Strategic Warrant Agreement
- Zanite has agreed to issue to Acciona new warrants to acquire 4,500,000 shares of Common Stock, each with an exercise price of $0.01 per share.
- Each warrant is exercisable for a period of five years following its issuance or first permitted exercise date.
- Acciona entered into a lock-up agreement with Zanite, in which Acciona will be restricted from transferring warrants to acquire 900,000 shares of Common Stock issued at the Closing and the shares of Common Stock issued upon the exercise of such new warrants until the date that is two years after the Closing Date.
- Of the warrants that Zanite has agreed to issue pursuant to the Strategic Warrant Agreement:
- (i) warrants to acquire 900,000 shares of Common Stock will be issued and exercisable at the Closing
- (ii) warrants to acquire up to 3,600,000 shares of common stock will be issued upon the achievement of certain UAM Business milestones, including upon achievement of certain vertiport operation thresholds and upon receipt of the first type certification for eVTOL in compliance with certain airworthiness authorities.
- The business milestones are:
- (a) receipt of the first type certification for eVTOL in compliance with certain airworthiness authorities
- (b) receipt of the first binding commitment from a third party to purchase eVTOL jointly developed by Embraer and a certain Strategic Investor for the defense and security technology market
- (c) the eVTOL’s successful entry into service
- (d) the completion of the initial term of a certain engineering services agreement to be entered into with a certain Strategic Investor
- (e) receipt of binding commitments from certain Strategic Investors for an aggregate of 500 eVTOLs
- (f) receipt of an initial deposit to purchase 200 eVTOLs from a certain Strategic Investor
- (g) the mutual agreement to continue to collaborate beyond December 31, 2022
- The business milestones are:
SUBSEQUENT EVENT – 3/15/22 – 8-K LINK
- On March 9, 2022, Zanite entered into a Subscription Agreement with an additional Strategic Investor, pursuant to which such Strategic Investor subscribed to purchase an aggregate of 230,000 shares of Common Stock for an aggregate purchase price of $2,300,000.
- As a result, Zanite has agreed to issue and sell an aggregate of 31,730,000 shares of Common Stock to the PIPE Investors in the PIPE Investment for an aggregate purchase price of $317,300,000.
SUBSEQUENT EVENT – 12/27/21 – 8-K LINK
- Additional PIPE:
- Zanite entered into an additional Subscription Agreement with an additional Strategic Investor, pursuant to which such Strategic Investor subscribed to purchase 1,000,000 shares of Common Stock for an aggregate purchase price of $10,000,000.
- The Aggregate PIPE Investment is $315 million.
- Zanite entered into an additional Subscription Agreement with an additional Strategic Investor, pursuant to which such Strategic Investor subscribed to purchase 1,000,000 shares of Common Stock for an aggregate purchase price of $10,000,000.
EXTENSION – 11/10/21 – LINK
- The SPAC deposited $2.3 million into the trust account to extend the deadline of November 19, 2021 until May 19, 2022.
EXTENSION – 5/18/21 – LINK
- The SPAC deposited $2.3 million into the trust account to extend the deadline of May 19, 2021 until November 19, 2021
TRANSACTION
- The business combination values Eve at an implied $2.4 billion enterprise value.
- Upon closing of the transaction, and assuming no redemptions by Zanite’s stockholders, Eve will have approximately $512 million in cash, resulting in a total pro forma equity value of approximately $2.9 billion.
- Cash proceeds raised in the transaction are expected to be used to fund operations, support growth, and general corporate purposes.
- The proceeds will be funded through a combination of Zanite’s approximately $237 million cash in trust, assuming no redemptions by Zanite’s stockholders, and a $305 million PIPE of common stock at $10.00 per share, comprised of commitments of $175 million from Embraer, $25 million from Zanite’s sponsor and $105 million from a consortium of leading financial and strategic investors including Azorra Aviation, BAE Systems, Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce and SkyWest, Inc.
- In connection with such commitments, Embraer has entered into arrangements with certain of such strategic investors to provide them with price protections in the amount of up to their $30 million aggregate commitments in the form of credits for parts and services or cash in exchange for the transfer of shares to Embraer.
- In addition, Embraer has agreed to a three-year lockup on its rollover shares and Zanite’s sponsor has agreed to a three-year lockup on its founder shares.

PIPE
- A $305 million PIPE of common stock at $10.00 per share, comprised of commitments of $175 million from Embraer, $25 million from Zanite’s sponsor, and $105 million from a consortium of leading financial and strategic investors including Azorra Aviation, BAE Systems, Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce and SkyWest, Inc.
- The Subscription Agreements will terminate, and be of no further force and effect, upon the earliest to occur of:
- (i) if the transactions contemplated therein are not consummated at the Closing, and
- (ii) September 21, 2022.
- Subsequent Event – On December 27, 2021, Zanite entered into an additional Subscription Agreement with an additional Strategic Investor, pursuant to which such Strategic Investor subscribed to purchase 1,000,000 shares of Common Stock for an aggregate purchase price of $10,000,000.
- The Aggregate PIPE Investment is $315 million.
- Subsequent Event- On March 9, 2022, Zanite entered into a Subscription Agreement with an additional Strategic Investor, pursuant to which such Strategic Investor subscribed to purchase an aggregate of 230,000 shares of Common Stock for an aggregate purchase price of $2,300,000. As a result, Zanite has agreed to issue and sell an aggregate of 31,730,000 shares of Common Stock to the PIPE Investors in the PIPE Investment for an aggregate purchase price of $317,300,000.
- Subsequent Event – Subscription agreement
- On March 16, 2022, Zanite entered into a Subscription Agreement with an additional Strategic Investor, Acciona Logistica, S.A. (“Acciona”), pursuant to which Acciona subscribed to purchase an aggregate of 3,000,000 shares of Common Stock for an aggregate purchase price of $30,000,000.
- The total PIPE now adds up to $347 million
- Subsequent Event – On April 4, 2022, Zanite entered into an Amendment to the Subscription Agreement with EAH to purchase an additional 1,000,000 shares of Common Stock for an aggregate purchase price of $10,000,000.
- The total PIPE now adds up to $357,300,000.
LOCK-UP
- Embraer has agreed to a three-year lockup on its rollover shares and Zanite’s sponsor has agreed to a three-year lockup on its founder shares.
NOTABLE CONDITIONS TO CLOSING
- The obligation of Zanite, Embraer, Eve and EAH to consummate the business combination pursuant to the Business Combination Agreement is subject to the amount of cash available in Zanite’s trust account, after deducting the amount required to satisfy Zanite’s obligations to its stockholders (if any) that exercise their rights to redeem their public shares but prior to the payment of any:
- (x) deferred underwriting commissions being held in the trust account and
- (y) transaction expenses of Eve or Zanite
- plus the PIPE Investment, is equal to or greater than $350,000,000 (the “Available Zanite Cash”).
NOTABLE CONDITIONS TO TERMINATION
- The Business Combination Agreement may be terminated under certain limited circumstances prior to the Closing by Embraer or Zanite, if the Closing has not occurred on or before that date that is six (6) months after the date of the Business Combination Agreement.
ADVISORS
- White & Case LLP served as legal advisor to Zanite.
- Jefferies LLC and BTIG, LLC served as financial advisors and capital markets advisors to Zanite.
- Skadden, Arps, Slate, Meagher & Flom LLP and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados served as legal advisor to Embraer and EAH.
- Raymond James & Associates, Inc. served as financial advisor and capital markets advisor to Eve.
- Banco Santander (Brasil) S.A., Banco Bradesco BBI S.A. and Banco Itaú International served as financial advisors to Eve.
MANAGEMENT & BOARD
Executive Officers
Steven H. Rosen, 50
Co-Chief Executive Officer and Director
Mr. Rosen has been Co-Chief Executive Officer of Resilience Capital Partners, a private equity firm, since 2001. At Resilience Capital Partners, Mr. Rosen is involved with all aspects of the firm’s operations, including developing and maintaining relationships with investors and investment intermediaries, and the firm’s strategic planning efforts. Mr. Rosen has been a director of Park-Ohio Holdings Corp. since 2011, Crawford United Corporation since 2012 and AmFin Financial Corporation since 2018 and serves on the audit committees of these companies. With his experience in assisting underperforming businesses and his expertise in the dynamics of capital markets, credit markets and mergers and acquisitions, Mr. Rosen provides our board of directors insight in diversified areas, such as finance, strategic planning, operations and capital investment. Mr. Rosen graduated from the University of Maryland and received an MBA from the Weatherhead School of Management at Case Western Reserve. Mr. Rosen is a member of many professional organizations, including the Ohio Chapter of the Turnaround Management Association and the Cleveland chapter of the Young Presidents Organization and as an inventor, Mr. Rosen has been granted six patents by The United States Patent and Trademark Office.
Kenneth C. Ricci, 64
Co-Chief Executive Officer and Director
Mr. Ricci is a 40-year aviation industry veteran who today is a Principal of Directional Aviation Capital which owns various aviation enterprises, including Flexjet, Sentient Jet, PrivateFly, Tuvoli, Nextant Aerospace, Stonebriar Commercial Finance, Reva Air Ambulance, Corporate Wings, Simcom and Constant Aviation. Mr. Ricci was honored as an Ernst & Young Entrepreneur of the Year in 2000 and has been named one the most influential people in aviation by Aviation International News. In 2005, Mr. Ricci led the restructuring of Mercury Air Centers, a $200 million company operating aircraft support facilities at 24 different airports and sold the company to Macquarie Infrastructure Trust (MIC) in 2007 in a deal valued at $615 million. In 2010, Mr. Ricci received the Harvard Business School’s Dively Entrepreneurship Award. In 2011, Mr. Ricci was the youngest recipient of the prestigious William A. “Bill” Ong Memorial Award for extraordinary achievement and extended meritorious service to the general aviation industry. Mr. Ricci is the founder of Nextant Aerospace, the innovator of aircraft remanufacturing. In 2015, Mr. Ricci received the Aviation Week Laureate Award, a benchmark of industry excellence, recognizing his work and development at Nextant Aerospace. In 2016, Mr. Ricci received the “Lifetime Aviation Entrepreneur Award” from the Living Legends of Aviation. In 2019, Mr. Ricci was inducted as a Living Legend of Aviation. The “Living Legends of Aviation” are admirable people of remarkable accomplishment in aviation, including entrepreneurs, innovators, industry leaders, record breakers, astronauts and pilots. Mr. Ricci began his aviation career as an Air Force ROTC cadet at the University of Notre Dame, he is an airline transport pilot with extensive international experience and was then-Governor William Clinton’s pilot when he ran for President in 1992. Mr. Ricci graduated from the University of Notre Dame and from the Cleveland Marshall School of Law, where he was named as their distinguished alumni of the year in 2016 and named to their Alumni Hall of fame in 2018. Mr. Ricci is a member of the Board of Trustees for the University of Notre Dame and is also a member of the board of the Smithsonian. He serves on several corporate boards and was an aviation advisor to the Guggenheim Aircraft Opportunity Fund.
Michael A. Rossi, 65
Chief Financial Officer
Mr. Rossi has been a principal in Directional Aviation Capital since 2007. Mr. Rossi joined Corporate Wings in 1984 and has been a leader in the development of innovative business strategies in the aviation industry. Mr. Rossi’s extensive experience touches on all areas of general aviation, including jet fractional ownership, jet card programs, fixed-based operations, maintenance facilities, management of aircraft and the buying and selling of corporate aircraft. Mr. Rossi has also been involved in the financing, purchases, mergers and divesting of all facets of general aviation. In 2005, Mr. Rossi served as the Chief Financial Officer of the restructured Mercury Air Centers, where he was instrumental in increasing EBITA by over 200% as a result of acquisitions and operating efficiencies. Mercury Air Centers’ 24 fixed-base operators were ultimately sold to Macquarie Infrastructure Trust in 2007 in a deal valued at $615 million. Currently, Mr. Rossi works with all Directional Aviation’s companies, providing guidance with capital, financing and operational needs and strategies. A graduate of John Carroll University, Mr. Rossi is a Certified Public Accountant.
Board of Directors
John B. Veihmeyer, 65
Director Nominee
Mr. Veihmeyer retired as the global chairman of KPMG International in 2017. He previously held numerous leadership roles at KPMG, including chairman and CEO of KPMG LLP in the United States from 2010-2015, deputy U.S. chairman, global head of Risk Management and Regulatory, and managing partner of KPMG’s Washington, D.C. operations. During his career, Mr. Veihmeyer has advised many of the world’s leading companies on financial reporting, audit quality, risk management, and governance, and is recognized for his leadership on issues of diversity and inclusion, ethical leadership, creating high-performance cultures, and building and directing senior leadership teams. Mr. Veihmeyer currently serves on the board of directors of Ford Motor Co., and the boards of trustees of the University of Notre Dame, the Ladies Professional Golf Association, and Catholic Charities of Washington, D.C. He previously served on the boards of the Financial Accounting Foundation (FAF) from 2015-2019, Catalyst, the mission of which is to expand opportunities for women in business, and the Committee Encouraging Corporate Philanthropy (CECP). Mr. Veihmeyer also previously served as a member of the Securities and Exchange Commission’s Advisory Committee on Smaller Public Companies. He holds a bachelor’s degree in accounting from the University of Notre Dame.
Larry R. Flynn, 68
Director Nominee
Mr. Flynn is the former President of Gulfstream Aerospace Corporation, a leading manufacturer of business jet aircraft. During his twenty year tenure with Gulfstream, spanning from 1995 to 2015, Mr. Flynn made significant contributions while working in a variety of other capacities, including President of Product Support and Senior Vice President of Marketing and Sales. Prior to joining Gulfstream, Mr. Flynn gained over ten years of experience in managing aircraft service facilities through leadership roles at Stevens Aviation, Signature Flight Support, and AMR Combs. Mr. Flynn currently serves as an advisory board member of Business Aviation Advisor magazine and Duncan Aviation. He is also a Director on the Board of JLL HUT LLC. He holds a Bachelor’s degree in Business Administration from the University of Kansas and a Master’s degree in Manpower Management from the University of Kansas. In 2017 Mr. Flynn was the recipient of the William A. “Bill” Ong Memorial Award from the National Air Transportation Association for his extraordinary achievement and extended meritorious service to the general aviation industry. In 2019 Mr. Flynn received the Living Legends of Aviation award honoring him for his achievements in the aerospace industry. Throughout his career Mr. Flynn gained significant expertise in all facets of business aviation including aircraft management, aircraft charter, product support, spare parts sales and distribution, MRO, worldwide sales and marketing, FBO management, acquisitions and mergers and FBO/MRO/OEM facility design.
Gerard J. DeMuro, 64 [Resigned 9/10/21]
Director Nominee
Mr. DeMuro has been executive vice president of strategic initiatives of BAE Systems, Inc. since 2020 and a member of the board of directors of BAE Systems, plc from 2014 through 2020 and BAE Systems, Inc. since 2014. Mr. DeMuro previously served as president and chief executive officer of BAE Systems, Inc. and executive vice president and corporate vice president at General Dynamics. Mr. DeMuro is a senior leader with strategic and operational expertise in transforming businesses into global, Tier-1 enterprises by effectively developing new products/services, expanding into adjacent markets, scaling operational processes, deploying capital and cultivating customer relationships to drive both organic and accretive growth. He has extensive governance experience serving on boards of directors for public, private and non-profit enterprises. His operational strengths have been consistently executed by assembling high-functioning, aligned global teams with a culture of transparency and accountability that have earned market leader position in earnings and return on invested capital. At BAE Systems Inc. and General Dynamics, he secured board approval and successfully managed the acquisition and integration of 25 companies as well as 10 divestitures with a cumulative value of $6 billion. Of significant value is the perspective he has gained serving commercial and military customers in the United States, Australia, Canada, United Kingdom, Continental Europe, NATO, Middle and Far East, India and Africa, and the deep understanding of federal government structure and key relationships. As President and Chief Executive Officer of BAE Systems Inc., Mr. DeMuro was responsible for the leadership and governance of one of the largest U.S. aerospace and defense contractors with 2019 revenues in excess of $11 billion and strong presence in the United States, United Kingdom and numerous markets around the world. He serves as an Officer Director of the independent BAE Systems Inc. board of directors, which provides oversight of the U.S. operations and assures the independence of operations required for participation in U.S. defense programs. He also served a member of the board of directors and executive committee of BAE Systems plc, responsible for determining and delivering the business strategy and governance for the overall group. As Executive Vice President and Corporate Vice President at General Dynamics, Mr. DeMuro directed strategic development and operational performance of the Information Systems and Technology (IS&T) Group, leading 44,000 employees and 6,000 active contracts and providing a diverse portfolio of complex systems, products and services to defense and commercial customers worldwide. In this role, he achieved high levels of financial success by focusing on an overall strategic vision then aligning the portfolio, specific business unit strategies and execution to accelerate growth by expanding commercial and international business and enhancing operational, business development and strategic standards. He joined General Dynamics as President, Communications / Systems and C4 Systems after the company acquired his prior company, GTE Government Systems. In his previous career roles, Mr. DeMuro worked for thirteen years at GTE Government Systems, where in his last position as Vice President and General Manager, he directed all division operations of their communication systems, including strategic planning, business development, profit and loss, research and development, as well as staffing, retention and employee development. Prior to that, he served as an acquisition official for the Department of Defense. Mr. DeMuro has been actively involved with outside organizations, including the Aerospace Industries Association where he serves on the executive committee and board of directors and AFCEA International as a member of the executive, governance and succession committees and as chair of the audit committee. He has also worked with the Association of the United States Army, is a former member of the MILCOM Conference Board and served on the Board of the National Science Center as well as the local Boys and Girls Club. Mr. DeMuro received his MBA from Fairleigh Dickinson University, and his B.A. from the University of Pittsburgh.
Patrick M. Shanahan, —
Independent Director
Patrick M. Shanahan served as the 33rd Deputy Secretary of Defense. He served as Acting Secretary of Defense from January 1, 2019 to June 23, 2019. After joining the Department of Defense, Mr. Shanahan helped lead the development of several key Department of Defense policies and strategies, including the 2018 National Defense Strategy, 2018 Department of Defense Cyber Strategy, 2018 Cyber Posture Review, 2018 Nuclear Posture Review and 2019 Missile Defense Review. Mr. Shanahan was a champion of digital and technological advancement for the department, spearheading modernization in cybersecurity, artificial intelligence (“AI”), cloud computing and command, control and communication. In June 2018, Mr. Shanahan established the Joint Artificial Intelligence Center and published the Department of Defense’s AI Strategy. Additionally, Mr. Shanahan launched two National Mission Initiatives: predictive maintenance and humanitarian assistance and disaster relief. Mr. Shanahan previously served as the Senior Vice President, Supply Chain & Operations at The Boeing Company (NYSE: BA) (“Boeing”). A Washington state native, Mr. Shanahan joined Boeing in 1986 and spent over three decades with the company. He previously worked as senior vice president of Commercial Airplane Programs, managing profit and loss for the 737, 747, 767, 777 and 787 programs and the operations at Boeing’s principal manufacturing sites; as vice president and general manager of the 787 Dreamliner, leading the program during a critical development period; as vice president and general manager of Boeing Missile Defense Systems, overseeing the Ground-based Midcourse Defense system, Airborne Laser and Advanced Tactical Laser; and as vice president and general manager of Boeing Rotorcraft Systems, overseeing the Apache, Chinook and Osprey. Mr. Shanahan is a National Academy of Engineering Member, Royal Aeronautical Society Fellow, Society of Manufacturing Engineers Fellow and American Institute of Aeronautics and Astronautics Associate Fellow. He served as a regent at the University of Washington for over five years. Mr. Shanahan holds a Bachelor of Science degree in mechanical engineering from the University of Washington and two advanced degrees from the Massachusetts Institute of Technology; including a Master of Science degree in mechanical engineering and an MBA from MIT’s Sloan School of Management.
