Eve UAM, the urban air mobility (UAM) business created by Embraer and established as an independent company in October 2020, has entered into a definitive business combination agreement with Zanite Acquisition Corp., a special purpose acquisition company focused on the aviation sector. Upon closing of the transaction, Zanite will change its name to Eve Holding, Inc. and will be listed on the New York Stock Exchange under the new ticker symbol, “EVEX” and “EVEXW.”

Embraer S.A., 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.

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.

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.

—Francisco Gomes Neto, president and CEO of Embraer

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 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.

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.

Eve has secured launch orders from 17 customers, via non-binding letters of intent, resulting in a pipeline of 1,735 vehicles valued at approximately $5.2 billion.

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 for 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, comprising 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.