Merger ZNTEU

Eve, to List on NYSE Through Business Combination with Zanite Acquisition Corp.

, SPAC Research

Eve, a leader in the development of next-generation Urban Air Mobility ("UAM") solutions, has entered into a definitive business combination agreement with Zanite Acquisition Corp. (NASDAQ: ZNTE).

Transaction proceeds will be used to further develop and commercialize Eve's comprehensive urban air mobility solution spanning eVTOL design and production, service and support, fleet operations and urban air traffic management.

Eve has an order pipeline of approximately $5.2 billion, comprised of 1,735 vehicle orders, via non-binding letters of intent, from 17 launch customers, including fixed wing and helicopter operators, aircraft lessors and ride sharing platform partners.

The transaction implies a pro forma implied enterprise value of approximately $2.4 billion and pro forma equity value of approximately $2.9 billion.

The transaction includes up to approximately $237 million of cash from Zanite Acquisition Corp. and a $305 million PIPE, anchored by Embraer S.A., Zanite Sponsor LLC, financial investors and a consortium of leading strategic partners- including Azorra Aviation, BAE Systems, Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce and SkyWest, Inc.

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.

The transaction, which has been unanimously approved by the boards of directors of both Embraer and Zanite, is expected to close in the second quarter of 2022, subject to regulatory and stockholder approvals and other customary closing conditions.

White & Case served as legal advisor to Zanite. Jefferies and BTIG served as financial advisors and capital markets advisors to Zanite. Skadden, Arps, Slate, Meagher & Flom and Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados served as legal advisor to Embraer and EAH. Raymond James & Associates served as financial advisor and capital markets advisor to Eve and Banco Santander, Banco Bradesco and Banco Ita├║ International served as financial advisors to Eve.

Upon closing of the transaction, Zanite will change its name to Eve Holding, Inc. and will be listed on the NYSE under the new ticker symbol, "EVEX" and "EVEXW"

Embraer, through its subsidiary Embraer Aircraft Holding, Inc., will remain a majority stockholder with an approximately 82% equity stake in Eve Holding following the closing of the business combination, including its investment in the PIPE.

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