Zanite (NASDAQ:ZNTE) announced this afternoon in an 8-K that it has added $30 million to its PIPE and entered into a strategic warrant agreement for its combination with electric vertical take-off and landing vehicle (eVTOL) manufacturer Eve.
On March 16, Zanite entered into a subscription agreement with an additional strategic investor, Acciona Logistica, to purchase an aggregate of 3,000,000 shares of common stock for $30 million. All total, Zanite has now agreed to issue and sell 34,730,000 shares to the PIPE investors for a purchase price of $347.3 million, which is just shy of the $350 million minimum cash closing condition.
The news comes just a week after Zanite entered into a subscription agreement with a different strategic investor that subscribed for an aggregate of 230,000 shares of common stock for $2.3 million. Prior to this, the SPAC agreed to add $10 million to the PIPE on December 27, 2021, which brought it to a total of $315 million.
The original PIPE is made up of a $175 million investment by Embraer as well as $25 million from Zanite’s sponsor and a further $105 million from strategic investors Azorra Aviation, BAE Systems (LON:BAES), Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce (LON:RR), and SkyWest (NASDAQ:SKYW).
Additionally, today’s 8-K disclosed that Zanite entered into a strategic warrant agreement with Acciona and Embraer Aircraft Holding, Inc., a direct wholly-owned subsidiary of Embraer. Upon closing of the business combination, Zanite will issue new warrants to acquire 4,500,000 shares to Acciona, 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 also entered into a lock-up agreement with the SPAC, which will restrict Acciona from transferring warrants to acquire 900,000 shares issued at the closing, and the shares issued upon the exercise of such new warrants until two years after the closing date.
Out of the warrants that Zanite has agreed to issue as part of the strategic warrant agreement, (i) warrants to acquire 900,000 shares will be issued and exercisable at closing, (ii) warrants to acquire up to 3,600,000 shares will be issued upon the achievement of certain business milestones, including upon achievement of certain operation thresholds and upon receipt of the first type certification for eVTOL.
The agreement also provides Acciona with the non-transferable right to designate a Class I director of the company, which will be Mr. José Manuel Entrecanales, the Chairman and Chief Executive Officer of Acciona. In addition, Acciona may designate a member to a non-board advisory committee following the closing of the transaction, to the extent that the company chooses to form such a committee.
The parties announced their $2.4 billion deal just a few months ago on December 21. Florida-based Eve is working to commercialize its eVTOL designs as air taxis and other mobility solutions as Embraer’s internally incubated play on that new market.