8-K
Eve Holding, Inc. (EVEX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2021
ZANITE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39704 | 85-2549808 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
25101 Chagrin Boulevard
Suite 350
Cleveland, Ohio 44122
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (216) 292-0200
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | ZNTEU | The Nasdaq Stock Market LLC |
| Class A common stock, par value $0.0001 | ZNTE | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | ZNTEW | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02. | Unregistered Sales of Equity Securities. |
|---|
On November 16, 2021, Zanite Acquisition Corp. (the “Company”) completed the sale of 2,300,000 private placement warrants (the “Private Placement Warrants”) to Zanite Sponsor LLC (the “Sponsor”), for an aggregate purchase price of $2,300,000, to extend the period of time it will have to consummate its initial business combination by 6 months from the current deadline of November 19, 2021 until May 19, 2022 (the “completion window”). The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension of the completion window. The Private Placement Warrants are identical to the Private Placement Warrants sold to the Sponsor in connection with the Company’s initial public offering. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. A copy of the press release announcing the receipt of notice is furnished hereto as Exhibit 99.1.
| Item 8.01. | Other events. |
|---|
On November 17, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the completion window was extended until May 19, 2022 because the Sponsor has timely deposited $2,300,000 in the Company’s trust account, representing the aggregate purchase price for the Private Placement Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 17, 2022. |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZANITE ACQUISITION CORP. | |
|---|---|
| By: | /s/ Steven H. Rosen |
| Name: Steven H. Rosen | |
| Title: Co-Chief Executive Officer |
Dated: November 17, 2021
EX-99.1
Exhibit 99.1
Zanite Acquisition Corp. Announces Extension of Completion Window to May 19, 2022
CLEVELAND, November 17, 2021 — Zanite Acquisition Corp. (Nasdaq: ZNTEU) (the “Company”) announced today that it has extended the period of time it will have to consummate its initial business combination by 6 months from the current deadline of November 19, 2021 until May 19, 2022 (the “completion window”) because Zanite Sponsor LLC has timely deposited $2,300,000 in the Company’s trust account, representing the aggregate purchase price for an additional 2,300,000 private placement warrants. The Company’s stockholders are not entitled to vote on or redeem their shares in connection with such extension of the completion window.
About Zanite Acquisition Corp.
Zanite Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Although the Company may pursue an acquisition opportunity in any business or industry, it intends to focus on companies in the aviation, aerospace and defense, urban mobility and emerging technologies industries.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Loretta Healy
The Hubbell Group, Inc.
(781) 718-1117
lhealy@hubbellgroup.com