Embraer’s Eve to list on NYSE through business combination with Zanite Acquisition Corp, deal valued at $2.4 billion

Eve Air Mobil­i­ty has entered into a defin­i­tive busi­ness com­bi­na­tion agree­ment with Zan­ite Acqui­si­tion Corp, which will see the new com­pa­ny list­ed on the New York Stock Exchange under the tick­er sym­bols ‘EVEX’ and ‘EVEXW’.

The deal, which is expect­ed to close in Q2 2022, val­ues Eve at an implied $2.4 bil­lion and will give the com­pa­ny approx­i­mate­ly $512 mil­lion in cash, result­ing in a total pro for­ma equi­ty val­ue of about $2.9 bil­lion. Cash pro­ceeds are expect­ed to be used to fund oper­a­tions, sup­port growth and for gen­er­al cor­po­rate pur­pos­es.

This will be fund­ed through a com­bi­na­tion of Zan­ite’s approx­i­mate­ly $237 mil­lion cash in trust and a $305 mil­lion PIPE of com­mon stock at $10 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.

These include Azor­ra Avi­a­tion, BAE Sys­tems, Ban­co Brade­sco, Falko Region­al Air­craft, Repub­lic Air­ways, Rolls-Royce and Sky­West.

Eve will be led by co-CEOs Jer­ry DeMuro, who most recent­ly served as CEO of BAE Sys­tems, Inc., and Andre Stein, who has led Eve since its incep­tion and served in lead­er­ship roles with Embraer for more than two decades.

Stein said: “Eve was found­ed on a vision to accel­er­ate the UAM ecosys­tem, make safe and afford­able urban air trans­porta­tion avail­able to all cit­i­zens, while reduc­ing glob­al car­bon emis­sions. The trans­ac­tion announced today with Zan­ite is a major mile­stone that will accel­er­ate our strate­gic plan and sup­port us in real­is­ing our vision.”

DeMuro added: “Urban air mobil­i­ty is a trans­for­ma­tion­al oppor­tu­ni­ty in the avi­a­tion sec­tor. I joined Eve because I believe that there is no com­pa­ny bet­ter posi­tioned to cap­i­talise on the tremen­dous poten­tial of this emerg­ing mar­ket.”

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.

It has intro­duced a com­pre­hen­sive, prac­ti­cal and cap­i­tal effi­cient UAM solu­tion span­ning eVTOL vehi­cle design and pro­duc­tion, ser­vice and sup­port, fleet oper­a­tions and urban air traf­fic man­age­ment.

Addi­tion­al­ly, Eve has formed a pow­er­ful net­work of dozens of high­ly respect­ed strate­gic part­ners span­ning the UAM ecosys­tem, includ­ing fleet oper­a­tors, ride shar­ing part­ners, ver­ti­port providers, air­craft lessors, financ­ing part­ners, renew­able ener­gy providers and lead­ers in the defense and tech­nol­o­gy sec­tors.

From this part­ner net­work, Eve has secured launch orders from 17 cus­tomers, via non-bind­ing let­ters of intent, result­ing in a pipeline of 1,735 eVTOL vehi­cles val­ued at approx­i­mate­ly $5 bil­lion.

This SPAC deal will also see Embraer remain as a major­i­ty stake­hold­er with an approx­i­mate­ly 80 per cent stake in Eve Hold­ing fol­low­ing the clos­ing of the trans­ac­tion and includes its invest­ment in the PIPE.

Fran­cis­co Gomes Neto, pres­i­dent and CEO of Embraer, said: “We believe that the urban air mobil­i­ty mar­ket has enor­mous poten­tial to expand in the com­ing years based on an effi­cient, zero-emis­sions trans­port propo­si­tion, and that with this busi­ness com­bi­na­tion, Eve is very well posi­tioned to become one of the major play­ers in this seg­ment.

“As a glob­al aero­space com­pa­ny, with lead­er­ship posi­tion in mul­ti­ple seg­ments, we under­stand that inno­va­tion and tech­nol­o­gy play a strate­gic role in dri­ving sus­tain­able growth and redefin­ing the future of avi­a­tion.”

Zan­ite is a spe­cial pur­pose acqui­si­tion com­pa­ny and was formed for the pur­pose of effect­ing a merg­er, cap­i­tal stock exchange, asset acqui­si­tion, stock pur­chase, reor­gan­i­sa­tion or sim­i­lar busi­ness com­bi­na­tion with one or more busi­ness­es in the avi­a­tion, aero­space and defense, urban mobil­i­ty and emerg­ing tech­nol­o­gy indus­tries.

Zanite’s spon­sor is man­aged by Ken­neth C. Ric­ci, Prin­ci­pal of Direc­tion­al Avi­a­tion Cap­i­tal, and Steven H. Rosen, Co-Founder and Co-Chief Exec­u­tive Offi­cer of Resilience Cap­i­tal Part­ners along with its Board of Direc­tors and Strate­gic Advi­sors Lar­ry Fly­nn, Dr. Ron Sug­ar, Patrick Shana­han and John Veih­mey­er.

Zan­ite began trad­ing on Nas­daq in Novem­ber 2020 and its com­mon stock, units and war­rants trade under the tick­er sym­bols ‘ZNTE’, ‘ZNTEU’ and ‘ZNTEW’, respec­tive­ly.

Ric­ci, who is also Co-CEO of Zan­ite, added: “The Zan­ite team is extreme­ly proud to part­ner with Eve and Embraer in this trans­ac­tion. After an exten­sive search, we select­ed Eve because of its sim­ple and cer­ti­fi­able eVTOL design, its cap­i­tal effi­cient approach to fleet oper­a­tions and Embraer’s glob­al foot­print that we believe will enable Eve to not only reach vehi­cle type cer­ti­fi­ca­tion, but to scale its man­u­fac­tur­ing, sup­port and oper­a­tions glob­al­ly.”

Zan­ite, Embraer and Eve will host a joint investor web­cast and con­fer­ence call to dis­cuss the pro­posed busi­ness com­bi­na­tion at 8am EST today (Tues­day). The live call and replay will also be avail­able as a web­cast, which can be accessed at Zanite’s investor site here.