Proposal No. 1: A proposal to adopt the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement as Annex A, and to approve the transactions contemplated by the Business Combination Agreement (the “business combination”), which provides that, among other things, EAH, as the sole beneficial and record holder of all of the issued and outstanding equity interests of Eve as of immediately prior to the closing of the business combination (the “Closing”), will contribute and transfer to Zanite, and Zanite will receive from EAH, all of the issued and outstanding equity interests of Eve, as consideration and in exchange for the issuance and transfer by Zanite to EAH of 220,000,000 shares of common stock of Zanite at the Closing (the “Business Combination Proposal”);

Proposal No. 2: Proposals to amend and restate, and further amend, the Company’s certificate of incorporation, dated November 16, 2020 (the “Current Charter”), as follows (such amended and restated and further amended certificate of incorporation referred to herein as the “Proposed Charter”) (collectively, the “Charter Amendment Proposals”):

Charter Amendment Proposal A: to approve and adopt the Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing;

Charter Amendment Proposal B: to approve and adopt a proposed amendment to the Proposed Charter to (i) increase the number of authorized shares of Class A common stock from 100,000,000 to 1,000,000,000, which will become shares of common stock, par value of $0.001 per share, of the combined company upon the Closing, and the total number of authorized shares of common stock from 111,000,000 to 1,000,000,000 and (ii) provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the

Proposal No. 3: Proposals to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as six sub-proposals (collectively, the “Advisory Charter Proposals”);

Proposal No. 3(A): A proposal to increase the total number of authorized shares of stock to 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share;

Proposal No. 3(B): A proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL;

Proposal No. 3(C): A proposal to require the affirmative vote of the holders of at least two-thirds of the total voting power of all the then outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class to (1) make amendments to certain provisions of the Proposed Charter (Article THIRTEENTH (A)) and (2) amend the proposed bylaws (as defined in the accompanying proxy statement) (Article SIXTH (F));

Proposal No. 3(D): A proposal to provide that any action required or permitted to be taken by the stockholders of the Company may be taken by written consent until the time the issued and outstanding shares of common stock owned by Embraer entities (as defined in the accompanying proxy statement) represent less than 50% of the voting power of the then outstanding shares of capital stock of the Company;

Proposal No. 3(E): A proposal to elect not to be governed by Section 203 of the DGCL relating to business combinations with interested stockholders; and

Proposal No. 3(F): A proposal to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “Zanite Acquisition Corp.” to “Eve Holding, Inc.”, (ii) making the Company’s corporate existence perpetual and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company;

Proposal No. 4: A proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination, consisting of the issuance of (i) shares of common stock to EAH pursuant to the terms of the Business Combination Agreement and (ii) shares of common stock to the PIPE Investors in connection with the PIPE Investment, plus any additional shares of common stock or securities convertible into shares of common stock pursuant to Subscription Agreements or similar arrangements that we may enter into prior to the Closing, and (y) the issuance of shares of common stock to EAH in connection with the business combination and the PIPE Investment that would result in EAH owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (the “Stock Issuance Proposal”);

Proposal No. 5: A proposal to approve and adopt the Eve Holding, Inc. 2022 Stock Incentive Plan (the “Incentive Plan”), a copy of which is attached to the accompanying proxy statement as Annex K (the “Incentive Plan Proposal”);

Proposal No. 6: A proposal to elect seven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meeting of stockholders, respectively, or until such directors’

Proposal No. 7: A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).

(a) hold public shares, or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to 10:00 AM, New York City time, on [●] (two business days prior to the scheduled vote at the special meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, our transfer agent (the “transfer agent”), that we redeem your public shares for cash, and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

By Order of the Board of Directors,

Steven H. Rosen

Co-Chief Executive Officer and Director

Kenneth C. Ricci

Co-Chief Executive Officer and
Director

Proposal No. 1: A proposal to adopt the Business Combination Agreement, dated as of December 21, 2021 (the “Business Combination Agreement”), a copy of which is attached to the accompanying proxy statement as Annex A, by and among the Company, Embraer S.A., a Brazilian corporation (sociedade anônima) (“Embraer”), EVE UAM, LLC, a Delaware limited liability company and a newly formed direct wholly owned subsidiary of Embraer that was formed for purposes of conducting the UAM Business (as defined in the accompanying proxy statement) (“Eve”), and Embraer Aircraft Holding, Inc., a Delaware corporation and a direct wholly owned subsidiary of Embraer (“EAH”), and approve the transactions contemplated by the Business Combination Agreement (the “business combination”), which provides that, among other things, EAH, as the sole beneficial and record holder of all of the issued and outstanding equity interests of Eve as of immediately prior to the closing of the business combination (the “Closing”), will contribute and transfer to Zanite, and Zanite will receive from EAH, all of the issued and outstanding equity interests of Eve, as consideration and in exchange for the issuance and transfer by Zanite to EAH of 220,000,000 shares of common stock of Zanite at the Closing (the “Business Combination Proposal”);

Proposal No. 2: Proposals to amend and restate, and further amend, the Company’s certificate of incorporation, dated November 16, 2020 (the “Current Charter”), as follows (such amended and restated and further amended certificate of incorporation referred to herein as the “Proposed Charter”) (collectively, the “Charter Amendment Proposals”):

Charter Amendment Proposal A: to approve and adopt the Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing;

Charter Amendment Proposal B: to approve and adopt a proposed amendment to the Proposed Charter to (i) increase the number of authorized shares of Class A common stock from 100,000,000 to 1,000,000,000, which will become shares of common stock, par value of $0.001 per share, of the combined company upon the Closing, and the total number of authorized shares of common stock from 111,000,000 to 1,000,000,000 and (ii) provide that the number of

Proposal No. 3: Proposals to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with U.S. Securities and Exchange Commission (the “SEC”) guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as six sub-proposals (collectively, the “Advisory Charter Proposals”);

Proposal No. 3(A): A proposal to increase the total number of authorized shares and classes of stock to 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share;

Proposal No. 3(B): A proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL;

Proposal No. 3(C): A proposal to require the affirmative vote of the holders of at least two-thirds of the total voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class to (1) make amendments to certain provisions of the Proposed Charter (Article THIRTEENTH (A)) and (2) amend the proposed bylaws (as defined in the accompanying proxy statement) (Article SIXTH (F));

Proposal No. 3(D): A proposal to provide that any action required or permitted to be taken by the stockholders of the Company may be taken by written consent until the time the issued and outstanding shares of common stock owned by Embraer Entities (as defined in the accompanying proxy statement) represent less than 50% of the voting power of the then outstanding shares of capital stock of the Company;

Proposal No. 3(E): A proposal to elect not to be governed by Section 203 of the DGCL relating to business combinations with interested stockholders; and

Proposal No. 3(F): A proposal to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “Zanite Acquisition Corp.” to “Eve Holding, Inc.”, (ii) making the Company’s corporate existence perpetual and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company;

Proposal No. 4: A proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination, consisting of the issuance of (i) shares of common stock to EAH pursuant to the terms of the Business Combination Agreement and (ii) shares of common stock to the PIPE Investors (as defined below) in connection with the PIPE Investment, plus any additional shares of common stock or securities convertible into shares of common stock pursuant to Subscription Agreements or similar arrangements that we may enter into prior to the Closing, and (y) the issuance of shares of common stock to EAH in connection with the business combination and the PIPE Investment that would result in EAH owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules (the “Stock Issuance Proposal”);

Proposal No. 5: A proposal to approve and adopt the Eve Holding, Inc. 2022 Stock Incentive Plan (the “Incentive Plan”), a copy of which is attached to the accompanying proxy statement as Annex K (the “Incentive Plan Proposal”);

Proposal No. 6: A proposal to elect seven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal (the “Director Election Proposal”); and

Proposal No. 7: A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals (as defined below) or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”).

(a) hold public shares, or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to 10:00 AM, New York City Time, on [●] (two business days prior to the scheduled vote at the special meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to Continental Stock Transfer & Trust Company, our transfer agent (the “transfer agent”), that we redeem your public shares for cash, and (b) deliver your public shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Steven H. Rosen

Co-Chief Executive Officer and Director

Kenneth C. Ricci

Co-Chief Executive Officer and
Director

CERTAIN DEFINED TERMS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF ZANITE

SUMMARY OF THE PROXY STATEMENT

COMPARATIVE SHARE INFORMATION

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

RISK FACTORS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

SPECIAL MEETING OF ZANITE STOCKHOLDERS

THE BUSINESS COMBINATION PROPOSAL

THE CHARTER AMENDMENT PROPOSALS

THE ADVISORY CHARTER PROPOSALS

THE STOCK ISSUANCE PROPOSAL

THE INCENTIVE PLAN PROPOSAL

THE DIRECTOR ELECTION PROPOSAL

THE ADJOURNMENT PROPOSAL

INFORMATION ABOUT ZANITE

ZANITE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INFORMATION ABOUT EVE

EVE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION

EXECUTIVE COMPENSATION

DESCRIPTION OF SECURITIES

BENEFICIAL OWNERSHIP OF SECURITIES

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

U.S. MATERIAL FEDERAL INCOME TAX CONSIDERATIONS

APPRAISAL RIGHTS

HOUSEHOLDING INFORMATION

TRANSFER AGENT AND REGISTRAR

SUBMISSION OF STOCKHOLDER PROPOSALS

FUTURE STOCKHOLDER PROPOSALS

WHERE YOU CAN FIND MORE INFORMATION

INDEX TO FINANCIAL STATEMENTS

Annex A — Business Combination Agreement

Annex B — Sponsor Support Agreement

Annex C — Form of Proposed Certificate of Incorporation

Annex D — Form of Proposed Bylaws

Annex E — Form of Stockholders Agreement

Annex F — Form of Amended and Restated Registration Rights Agreement

Annex G — Master Services Agreement between Eve and Embraer

Annex H — Master Services Agreement between Eve and Atech

Annex I — Services Agreement between Eve and Eve Brazil

Annex J — Contribution Agreement

Annex K — Form of Equity Incentive Plan

Annex L — Form of Indemnification Agreement

Annex M — Data Access Agreement

Annex N — Shared Services Agreement

Annex O — Form of Tax Receivable Agreement

Annex P — Form of Strategic Warrant Agreement Number 1

Annex Q — Form of Strategic Warrant Agreement Number 2

Annex R — Form of Strategic Warrant Agreement Number 3

Annex S — Form of Subscription Agreement

Annex T — Form of Tax Sharing Agreement

“Adjournment Proposal” means the proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived;

“Advisory Charter Proposals” means proposals to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with the SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions;

“Amended and Restated Registration Rights Agreement” means the registration rights agreement to be entered into at Closing, by and among the Sponsor, Zanite, EAH and certain other parties thereto, attached to this proxy statement as Annex F, as may be amended or modified from time to time;

“Ancillary Agreements” means (a) the Subscription Agreements (b) the Amended and Restated Registration Rights Agreement (c) the Sponsor Support Agreement, (d) the Confidentiality Agreement, (e) the Services Agreements, (f) the Data Access Agreement, (g) the Stockholders Agreement, (h) the Contribution Agreement, (i) the Tax Receivable Agreement and (j) the Tax Sharing Agreement, collectively;

“Atech” means Atech—Negócios em Tecnologias S.A., a Brazilian corporation (sociedade anônima) and wholly owned subsidiary of Embraer;

“BCA” or “Business Combination Agreement” means the Business Combination Agreement, dated as of December 21, 2021, by and among Eve, Embraer, EAH, and Zanite, as may be amended and modified from time to time, attached to this proxy statement as Annex A, as may be amended or modified from time to time;

“board of directors” means the board of directors of the Company;

“Brazilian Subsidiary” means Eve Soluções de Mobilidade Aérea Urbana Ltda., a Brazilian limited liability company (sociedade limitada) and a wholly owned subsidiary of Eve;

“business combination” means the transactions contemplated by the Business Combination Agreement;

“Business Combination Proposal” means the proposal to adopt the Business Combination Agreement and approve the Equity Exchange;

“Charter Amendment Proposals” means the proposals to (a) approve and adopt the Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing; and (b) approve and adopt a proposed amendment to the Proposed Charter to (i) increase the number of authorized shares of Class A common stock from 100,000,000 to 1,000,000,000, which will become shares of common stock, par value of $0.001 per share, of the combined company upon the Closing, and the total number of authorized shares of common stock from 111,000,000 to 1,000,000,000 and (ii) provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL, which, if approved, will both be in effect upon the Closing;

“Class A common stock” means the Class A common stock of Zanite, par value $0.0001 per share;

“Class B common stock” means the Class B common stock of Zanite, par value $0.0001 per share;

“Closing” means the closing of the business combination;

“Closing Date” means the date of the Closing;

“Code” means the United States Internal Revenue Code of 1986;

“Combined Financial Statements” means the audited financial statements of the UAM Business as of and for the years ended December 31, 2021, 2020 and 2019;

“common stock” means (a) prior to the Closing, Class A common stock and Class B common stock and (b) from and after the Closing, shares of common stock, par value $0.0001 per share, of the Company;

“Company”, “we”, “us” and “our” means Zanite, including, where applicable, Holdafter Zanite’s change of name to Eve Holding, Inc.;

“completion window” means (i) the period in which the Company must complete its initial business combination, which was extended by the Sponsor on May 18, 2021 until November 19, 2021 and which was further extended by the Sponsor on November 17, 2021 until May 19, 2022, or (ii) such other time period in which the Company must consummate its initial business combination pursuant to an amendment to the Company’s amended and restated certificate of incorporation;

“Condition Precedent Proposals” means the Business Combination Proposal, the Charter Amendment Proposals, the Stock Issuance Proposal and the Director Election Proposal;

“Contributed Assets” means the assets to be transferred to Eve pursuant to the Contribution Agreement;

“Contribution Agreement” means the Contribution Agreement, dated as of December 10, 2021, by and among Embraer, EAH, and Eve, attached to this proxy statement as Annex J, as may be amended or modified from time to time;

“Confidentiality Agreement” means the Nondisclosure Letter, dated as of December 11, 2020, by and among Zanite, Embraer and Embraer Aerospace Technology, Inc. (formerly known as Embraer Urban Air Mobility Solutions, Inc.), as assigned by Embraer Aerospace Technology, Inc. to Eve pursuant to that certain Assignment and Assumption Agreement, dated as of September 10, 2021, by and between Embraer, Embraer Aerospace Technology, Inc. and Eve;

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks;

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down (including, the shutdown of air transport and cargo routes, shut down of foodservice or certain business activities), closure (including business and border closures), sequester, safety or similar applicable law, directive, guidelines or recommendations promulgated by any applicable Governmental Authority, in each case, in connection with or in response to COVID-19;

“Current Charter” means the Company’s amended and restated certificate of incorporation, dated November 16, 2020;

“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários);

“Data Access Agreement” means the Database Limited Access Agreement, dated as of December 14, 2021 by and among Embraer, Eve and the Brazilian Subsidiary, attached to this proxy statement as Annex M, as may be amended and modified from time to time;

“DTC” means the Depository Trust Company;

“DGCL” means the General Corporation Law of the State of Delaware;

“Director Election Proposal” means the proposal to elect the directors who, upon consummation of the business combination, will be the directors of Eve Holding, Inc.;

“EAH” means Embraer Aircraft Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Embraer;

“EAH Common Stock” means the common stock of EAH;

“EAH Preferred Stock” means the non-voting preferred stock of EAH;

“Embraer” means Embraer S.A., a Brazilian corporation (sociedade anônima);

“Embraer Entities” means the Embraer and any of its Subsidiaries (other than the Eve Entities);

“Embraer Retained Business” means the businesses of Embraer (other than the UAM Business);

“EmbraerX” means Embraer’s market accelerator committed to the development of innovative solutions and focused on the promotion of innovative ideas aimed at the development of new businesses, products, technologies, services and processes;

“Equity Exchange” means the transfer of all of the issued and outstanding Eve Interests from EAH to Zanite as consideration and in exchange for the issuance and transfer by Zanite to EAH of 220,000,000 shares of the Company’s common stock at the Closing;

“ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended;

“Eve” means EVE UAM, LLC, a Delaware limited liability company and wholly owned subsidiary of EAH;

“Eve Holding” means the Company following the consummation of the business combination, including after its name change to “Eve Holding, Inc.”

“Eve Entities” means Eve, the Brazilian Subsidiary and any other subsidiary of Eve, from time to time;

“Eve Interests” means the limited liability company interests of Eve designated as “Common Units”;

“eVTOL” means a passenger or cargo aircraft with electric propulsion with vertical take-off and landing capabilities, with maximum range of up to 200 nautical miles (370.4 kilometers);

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time;

“GDP” means the gross domestic product;

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal;

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority;

“Group” means the Embraer Entities, on the one hand, or the Eve Entities, on the other hand, as the case may be;

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“Incentive Plan” means the Eve Holding, Inc. 2022 Stock Incentive Plan, a copy of which is attached to this proxy statement as Annex K, as may be amended and modified from time to time;

“Incentive Plan Proposal” means the proposal to adopt the Eve Holding, Inc. 2022 Stock Incentive Plan;

“initial stockholders” means Zanite Sponsor LLC, John B. Veihmeyer, Larry R. Flynn, Ronald D. Sugar and Gerard J. DeMuro.

“IPO” means the initial public offering of Zanite;

“IRS” means the U.S. Internal Revenue Service;

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;

“Lease Agreements” means (a) the lease agreement, dated as of August 2, 2021, entered into by and between Embraer and the Brazilian Subsidiary, and (b) the sublease agreement, dated as of December 15, 2021, entered into by and between Eve and Embraer Engineering & Technology Center USA, Inc., in each case, on or prior to the Closing Date, pursuant to which the Brazilian Subsidiary or Eve leases or subleases certain Embraer or third-party properties, in each case, as may be amended or modified from time to time;

“Master Services Agreements” or “MSAs” means (a) the Master Services Agreement, dated as of December 14, 2021, entered into by and between Eve and Embraer, (b) the Master Services Agreement, dated as of December 14, 2021, entered into by and between Eve and Atech and (c) the Services Agreement, dated as of December 14, 2021, entered into by and between Eve and the Brazilian Subsidiary, pursuant to which, in the case of (a) and (b), the Embraer Entities will provide certain services to the Eve Entities and, in the case of (c), the Brazilian Subsidiary will provide certain services to Eve, attached to this proxy statement as Annexes G, H and I, respectively, in each case, as may be amended or modified from time to time;

“Minimum Cash Condition” means the Trust Amount and the PIPE Investment Amount, in the aggregate, being equal to or greater than $350,000,000 as of Closing;

“Morrow” means Morrow Sodali LLC, the proxy solicitor to Zanite;

“Nasdaq” means the Nasdaq Capital Market;

“new warrants” means the warrants to acquire an aggregate of up to 35,650,000 shares of common stock pursuant to the terms of the Strategic Warrant Agreements, which will be issued on or after the consummation of the Transactions, subject to certain triggering events, to certain Strategic PIPE Investors;

“NYSE” means the New York Stock Exchange;

“PIPE Investment” means the purchase of shares of our common stock by the PIPE Investors pursuant to the Subscription Agreements, for a total aggregate purchase price of at least $357,300,000;

“PIPE Investment Amount” means the aggregate gross purchase price received by Zanite prior to or substantially concurrently with the Closing for the shares in the PIPE Investment;

“PIPE Investors” means those certain investors (including EAH, the Sponsor and the Strategic PIPE Investors) participating in the PIPE Investment pursuant to the Subscription Agreements;

“Pre-Closing Restructuring” means the series of transactions effected pursuant to the Contribution Agreement including, among other things, the transfer by Embraer of certain assets and liabilities relating to the UAM Business to the Eve Entities;

“Preferred Stock Purchase Agreement” means the purchase agreement, dated as of December 9, 2021, by and between Embraer and the Unaffiliated Investor, pursuant to which Embraer sold to the Unaffiliated Investor, and the Unaffiliated Investor purchased from Embraer, all of the issued and outstanding shares of EAH Preferred Stock for or an aggregate purchase price of $9,973,750.

“private placement warrants” means the warrants to purchase the Company’s Class A common stock purchased in a private placement in connection with the IPO;

“Proposed Bylaws” means the second amended and restated bylaws of the Company, a copy of which is attached to this proxy statement as Annex D;

“Proposed Charter” means the amended and restated certificate of incorporation of the Company, a copy of which is attached to this proxy statement as Annex C;

“public shares” means the shares of our Class A common stock included in the units sold in the IPO (whether they were purchased in such offering or thereafter in the secondary market, and including the shares included as part of the additional units sold in connection with the underwriters’ election to exercise their over-allotment option in full);

“public stockholders” means the holders of Zanite’s public shares, whether acquired in Zanite’s IPO or acquired in the secondary market;

“public warrant holders” means the holders of Zanite’s public warrants, whether acquired in Zanite’s IPO or acquired in the secondary market;

“public warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one share of our Class A common stock, in accordance with its terms;

“Regulation S-K” means Regulation S-K under the Securities Act;

“Regulation S-X” means Regulation S-X under the Securities Act;

“Sarbanes Oxley Act” means the Sarbanes-Oxley Act of 2002;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act of 1933, as amended;

“Services Agreements” means the Master Services Agreements and the Shared Services Agreement;

“Stock Issuance Proposal” means the proposal to issue shares of common stock in connection with the business combination and the PIPE Investment;

“Strategic PIPE Investors” means Acciona Logistica, S.A., Azorra Aviation Holdings, LLC, BAE Systems plc, Falko Regional Aircraft Limited, Falko eVTOL LLC, Republic Airways Inc., Rolls-Royce plc, Space Florida, Strong Fundo de Investimento em Cotas de Fundos de Investimento Multimercado, SkyWest Leasing, Inc. and Thales USA, Inc.

“Strategic Warrant Agreements” means the Warrant Agreements, dated as of December 21, 2021, each by and between or among the Company and (i) Republic Airways Inc., (ii) SkyWest Leasing, Inc., (iii) Falko Regional Aircraft Limited and Falko eVTOL LLC, (iv) BAE Systems plc, (v) Azorra Aviation Holdings, LLC, (vi) Rolls-Royce PLC or (vii) Strong Fundo de Investimento em Cotas de Fundos de Investimento Multimercado, and the Warrant Agreement, dated as of March 16, 2022, by and between the Company and Acciona Logistica, S.A., three forms of which are attached to this proxy statement as Annexes P, Q and R, as may be amended or modified from time to time;

“Shared Services Agreement” means the Shared Services Agreement, dated as of December 14, 2021, entered into by and among Embraer, EAH, Eve and the Brazilian Subsidiary, pursuant to which the Embraer Entities have agreed to provide certain services to the Eve Entities, attached to this proxy statement as Annex N, as may be amended or modified from time to time;

“special meeting” means the meeting to be held on [●], [●], 2022, at [●] a.m., New York City time at https://www.cstproxy.com/zaniteacquisition/2022 in lieu of the 2022 annual meeting of the stockholders of Zanite;

“Sponsor” means Zanite Sponsor LLC, a Delaware limited liability company;

“Sponsor Parties” means Zanite Sponsor LLC, John B. Veihmeyer, Larry R. Flynn, Gerard J. DeMuro and Ronald D. Sugar;

“Sponsor Support Agreement” means that certain Support Agreement, dated as of December 21, 2021, by and among the Sponsor, Zanite, Embraer, EAH and certain other parties thereto, attached to this proxy statement as Annex B, as may be amended or modified from time to time;

“Stockholders Agreement” means the Stockholders Agreement to be entered into by and among the Company, the Sponsor and EAH at the Closing, the form of which is attached to this proxy statement as Annex E, as may be amended or modified from time to time;

“Subscription Agreements” means the subscription agreements pursuant to which the PIPE Investment will be consummated, the form of which is attached to this proxy statement as Annex S, as may be amended or modified from time to time;

“Subsidiary” means, with respect to a person, a corporation or other entity of which more than 50% of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such person;

“Tax Receivable Agreement” means the Tax Receivable Agreement to be entered into by and between the Company and EAH at the Closing, the form of which is attached to this proxy statement as Annex O, as may be amended or modified from time to time;

“Tax Sharing Agreement” means the Tax Sharing Agreement to be entered into by and between the Company and EAH at the Closing, the form of which is attached to this proxy statement as Annex T, as may be amended or modified from time to time;

“Transaction Proposals” means, collectively, the Business Combination Proposal, the Charter Amendment Proposals, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal, and the Adjournment Proposal;

“Transactions” means, collectively, the business combination, including the Pre-Closing Restructuring, the PIPE Investment, the Equity Exchange, the Preferred Stock Sale and the other transactions contemplated by the Business Combination Agreement and Ancillary Agreements;

“Transfer Agent” means Continental Stock Transfer & Trust Company;

“trust account” means the Company’s trust account;

“Trust Amount” means the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy Zanite’s obligations to its stockholders (if any) that exercise their redemption rights (but prior to the payment or reimbursement, as applicable, of any (x) deferred underwriting commissions being held in the trust account and (y) transaction expenses of Embraer and its subsidiaries (including Eve) and Zanite);

“UAM” means a system for commercial or non-commercial passenger or cargo air travel or transportation services, in each case, which involves an eVTOL vehicle and onboard/ground-piloted or autonomous piloting or operations;

“UAM Business” means all activities by or on behalf of Embraer or its Subsidiaries (or, upon the Closing, the Company or the Brazilian Subsidiary) related to the research, design, development, testing, engineering, licensing, certification, manufacturing, procurement, assembling, packaging, sales support and after-sales support of, marketing, promotion, advertising, qualification, distribution, importation, fulfillment, offering, sale, deployment delivery, provision, exploitation, configuration, installation, integration, analysis, support, maintenance, repair, service, and other commercialization of or provision of services with respect to eVTOL and related products and services and the UATM for the UAM market, in each case, excluding any of the following applications or uses whether or not in connection with eVTOL: crop dusting, defense or security businesses;

“UAM Material Adverse Effect” means a material adverse effect with respect to the UAM Business, Eve or the Brazilian Subsidiary as set forth in the section entitled “The Business Combination Proposal — Material Adverse Effect”;

“UATM” means the collection of systems and services (including organizations, airspace structures and procedures, environment and technologies) that support the integrated operation of UAM vehicles in low level airspace, which systems and services are directed to supporting UAM operations and enhancing the performance of UAM and low-level air travel, which for avoidance of doubt does not include general air traffic management systems;

“Unaffiliated Investor” means KPI Jet, LLC;

“units” the units sold in the IPO (including the units sold in connection with the underwriters’ election to exercise their over-allotment option in full), each of which consists of one share of Class A common stock and one-half of one redeemable warrant;

“Warrant Agreement” means the Warrant Agreement, dated as of November 16, 2020, by and between Zanite and Continental Stock Transfer & Trust Company, as warrant agent;

“Zanite” means Zanite Acquisition Corp., a Delaware corporation;

“Zanite Material Adverse Effect” means a material adverse effect with respect to Zanite as set forth in the section entitled “The Business Combination Proposal — Material Adverse Effect”;

“warrants” means the public warrants, the private placement warrants and the new warrants, as applicable.

the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the BCA;

the inability to complete the PIPE Investment;

the outcome of any legal proceedings that may be instituted against Zanite or Eve following announcement of the execution of the BCA;

the inability to complete the business combination due to the failure to obtain approval of the stockholders of Zanite of the BCA or to satisfy other conditions to the closing in the BCA, or the failure to complete the business combination for any reason within the completion window;

the amount of cash available in Zanite’s trust account, after deducting the amount required to satisfy Zanite’s obligations to its stockholders (if any) that exercise their rights to redeem their public shares (but

prior to the payment or reimbursement, as applicable, of any (a) deferred underwriting commissions being held in the Zanite’s trust account and (b) transaction expenses of Embraer and its subsidiaries (including Eve) and Zanite), plus the PIPE Investment Amount, may not be sufficient to satisfy the Minimum Cash Condition, in which case the business combination may not be able to be completed unless such condition is waived by Embraer, EAH and Eve;

the inability to obtain the listing of our shares of common stock on the NYSE following the Equity Exchange;

the risk that the business combination disrupts current plans and operations of Eve as a result of the announcement and consummation of the transactions described herein;

Eve’s ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Eve to grow and manage growth profitably following the Equity Exchange;

costs related to the business combination;

changes in applicable laws or regulations;

the impact of the COVID-19 pandemic;

the risk of global and regional economic downturns;

competition from other manufacturers and operators of eVTOL and other methods of air or ground transportation;

the projected financial information, anticipated growth rate, and market opportunity of Eve;

foreign currency, interest rate, exchange rate and commodity price fluctuations;

various environmental requirements;

retention or recruitment of executive and senior management and other key employees;

the possibility that Zanite or Eve may be adversely affected by other economic, business, and/or competitive factors;

the risk that the proposed business combination disrupts current plans and operations of Eve as a result of the announcement and pendency of the business combination;

the ability of the Company to maintain an effective system of internal controls over financial reporting;

the ability of the Company to grow market share in its existing markets or any new markets it may enter;

the ability of the Company to respond to general economic conditions;

the ability of the Company to manage its growth effectively;

the ability of the Company to achieve and maintain profitability in the future;

the ability of the Company to access sources of capital to finance operations and growth;

the success of strategic relationships with third parties;

reliance on services to be provided by Embraer and other third parties; and

other risks and uncertainties described in this proxy statement, including those under “Risk Factors”.

Zanite 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.

There are currently 28,750,000 shares of our common stock outstanding, consisting of 23,000,000 shares of our Class A common stock and 5,750,000 shares of our Class B common stock, held of record by 6 holders, no shares of preferred stock outstanding and 25,750,000 warrants outstanding, consisting of 11,500,000 public warrants held of record by 2 holders and 14,250,000 private placement warrants held of record by one holder, our Sponsor. Each public warrant entitles its holder to purchase one share of our Class A common stock at an exercise price of $11.50 per share, to be exercised only for a whole number of shares of our Class A common stock. The public warrants will become exercisable on the later of 30 days after the Closing of our business combination or 12 months from the closing of the IPO, provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The public warrants expire five years after the Closing of our business combination or earlier upon redemption or liquidation. Once the public warrants become exercisable, we may redeem the outstanding public warrants at a price of $0.01 per warrant, if the last sale price of our class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the warrant holders. Except as otherwise provided in the warrant agreement, the private placement warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees. For more information regarding the warrants, please see the section entitled “Description of Securities.”

The UAM Business that has been contributed to Eve as part of the contemplated transaction has been incubated for nearly four years within EmbraerX, a business unit within Embraer. In April 2021, Embraer formed EVE Urban Air Mobility Solutions, Inc., a Delaware corporation, which was later converted into a limited liability company and renamed “EVE UAM, LLC,” for purposes of conducting the UAM Business as an independent company. The UAM Business is developing a comprehensive UAM solution that includes: the design and production of electric vertical takeoff and landing vehicles (“eVTOLs”); a portfolio of maintenance and support services focused on Eve and third-party eVTOLs; fleet operations services conducted in collaboration with partners; and a new Urban Air Traffic Management (“UATM”) system designed to allow eVTOLs to operate safely and efficiently in dense urban airspace alongside conventional aircraft and drones. The UAM Business expects to achieve type certification of its eVTOL in 2025 and reach entry-into-service in 2026. To date, the UAM Business has established an initial order pipeline of 1,825 vehicles valued at $5.5 billion from 19 launch customers based on non-binding letters of intent, consistent with common aviation practices. The UAM Business believes that it is well positioned to achieve certification and volume production of its UAM solution due to the experience of its team, its portfolio of technologies, its network of leading partners and its strategic relationship with Embraer, among other factors.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, Zanite has agreed to pay consideration in the form of 220,000,000 shares of common stock valued at $10.00 per share to EAH in exchange for all of the issued and outstanding equity interests of Eve. The following table

summarizes the sources and uses of funds for the business combination. These figures assume (i) that no public stockholders of Zanite exercise their redemption rights in connection with the business combination and (ii) that Zanite issues 35,730,000 shares of common stock to the PIPE Investors pursuant to the PIPE Investment. If the actual facts are different from these assumptions, the below figures will be different.

Sources

Uses

Cash and investment held in trust account

PIPE Investment Amount

Estimated transaction costs⁽²⁾

Total sources

Assumes no shares of Class A common stock are redeemed by the public stockholders in connection with the business combination. For every 100,000 shares of Class A common stock that are redeemed, the total sources and total uses would be reduced by $1.03 million to satisfy such redemption obligations to Zanite’s public stockholders.

Includes deferred underwriting commissions of $8,050,000 due to the underwriters of Zanite’s IPO and Zanite’s estimated transaction expenses of $10,850,000. The underwriters have agreed that up to $2,012,500 of their deferred underwriting commissions may be reallocated by Zanite to the payment of Zanite’s other advisors’ fees.

Reflects a disbursement of cash to Embraer, pursuant to the terms of the Business Combination Agreement, in the amount of $23,726,135 as payment for incurred transaction expenses which are unrelated to Eve or Eve’s subsidiaries and which are payable upon Closing.

In connection with the transactions contemplated by the Business Combination Agreement, the Company has entered into Subscription Agreements with the PIPE Investors pursuant to which, among other things, the Company agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of 35,730,000 shares of Class A common stock at $10.00 per share, for an aggregate purchase price of $357,300,000. The PIPE Investors include, among others, the Sponsor, which subscribed to purchase 2,500,000 shares of common stock for a purchase price of $25,000,000, EAH, which subscribed to purchase 18,500,000 shares of common stock for a purchase price of $185,000,000 and the other PIPE Investors, which subscribed to purchase 11,500,000 shares of common stock for a purchase price of $115,000,000. The obligations of each party to consummate the PIPE Investment are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement. The PIPE Investment is expected to close substantially concurrently with the Closing. In connection with the Closing, all of the issued and outstanding shares of our Class A common stock, including the shares of Class A common stock issued to the PIPE Investors, will be converted into, on a one-for-one basis, shares of common stock of Eve Holding. In addition, the Company has also entered into warrant agreements with certain of the Strategic PIPE Investors, pursuant to which, and subject to the terms and conditions of each applicable warrant agreement, the Company has agreed to issue to the Strategic PIPE Investors warrants to purchase an aggregate amount of (i) 18,650,000 shares of common stock with an exercise price of $0.01 per share, (ii) 12,000,000 shares of common stock with an exercise price of $15.00 per share and (iii) 5,000,000 shares of common stock with an exercise price of $11.50 per share. The warrant agreements provide for the issuance of such warrants upon the Closing and/or achievement of certain UAM Business milestones (which milestones include, as applicable, (a) receipt of the first type certification for eVTOL in compliance with certain airworthiness authorities, (b) receipt of the first binding commitment from a third party to purchase eVTOL jointly developed by Embraer and a certain Strategic Investor for the defense and security technology market, (c) the eVTOL’s successful entry into service, (d) the completion of the initial term of a certain engineering services agreement to be entered into with a certain Strategic Investor (e) receipt of binding commitments from certain Strategic Investors for an aggregate of 500 eVTOLs, (f) receipt of an initial deposit to purchase 200 eVTOLs from a

certain Strategic Investor, (g) the mutual agreement to continue to collaborate beyond December 31, 2022 with a certain Strategic Investor and (h) the time at which ten vertiports that have been developed or implemented with the services of a certain Strategic Investor have entered operation or are technically capable of entering operation). In connection with the PIPE Investment, EAH has entered into arrangements with certain of such Strategic PIPE 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 their shares to EAH following the Closing. Pursuant to the terms of the Subscription Agreements, a PIPE Investor, including the Sponsor and EAH, may assign all or a portion of its obligation to purchase its shares of Common Stock in the PIPE Investment with Zanite’s prior consent.

Trust Value

Total shares of Class A common stock

Trust Value per share of Class A common stock

Redemptions ($)

Redemptions (Shares)

Deferred underwriting commission⁽¹⁾

Cash left in Trust Account post redemption minus deferred underwriting commission

Class A common stock post redemption

Trust Value Per Share

The underwriters have agreed that up to $2,012,500 of their deferred underwriting commissions may be reallocated by Zanite to the payment of Zanite’s other advisors’ fees.

Public shares

Shares issued to EAH(1)

Shares issued to Zanite’s initial stockholders(2)

Shares issued to third-party PIPE Investors

Shares underlying public warrants

Shares underlying private placement warrants

Shares underlying new warrants

Shares outstanding

Includes 18,500,000 shares of common stock to be subscribed for and purchased by EAH as part of the PIPE Investment at a purchase price of $10.00 per share.

Includes 5,050,000 founder shares held by the Sponsor, 250,000 founder shares held by Ronald D. Sugar, 150,000 founder shares held by John B. Veihmeyer, 150,000 founder shares held by Larry R. Flynn and 150,000 founder shares held by Gerard J. DeMuro. Also includes the 2,500,000 shares of common stock the Sponsor committed to purchase in connection with the PIPE Investment at a purchase price of $10.00 per share.

Deferred Underwriting Commission

Deferred Underwriting Commission as a percentage of cash left in the Trust Account Following Redemptions

Our management and board of directors considered various factors in determining whether to approve the Business Combination Agreement and the business combination. For more information about our decision-making process, see the section entitled “The Business Combination Proposal — Zanite’s Board of Directors’ Reasons for the Approval of the Business Combination”.

Pursuant to the Current Charter, in connection with the business combination, holders of our public shares may elect to have their Class A common stock redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter. As of February 3, 2022, this would have amounted to approximately $10.30 per share. If a holder exercises his, her, or its redemption rights, then the holder will exchange his, her, or its public shares for cash and will no longer own shares of the post-business combination Company and will not participate in the future growth of the post-business combination Company, if any. Such a holder will be entitled to receive cash for his, her, or its public shares only if he, she, or it properly demands redemption and delivers his, her, or its shares (either physically or electronically) to the Transfer Agent at least two business days prior to the scheduled vote at the special meeting. Please see the section entitled “Special Meeting of Zanite Stockholders — Redemption Rights.”

In addition to voting on the Business Combination Proposal, stockholders are being asked to vote on the following proposals at the special meeting:

Proposal No. 2 — The Charter Amendment Proposals: Proposals to amend and restate, and further amend, the Current Charter as follows:

Charter Amendment Proposal A: to approve and adopt the Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing;

Charter Amendment Proposal B: to approve and adopt a proposed amendment to the Proposed Charter to (i) increase the number of authorized shares of Class A common stock from 100,000,000 to 1,000,000,000, which will become shares of common stock, par value of $0.001 per share, of the combined company upon the Closing, and the total number of authorized shares of common stock from 111,000,000 to 1,000,000,000 and (ii) provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL, which, if approved, will both be in effect upon the Closing;

Proposal No. 3 — The Advisory Charter Proposals: Proposals to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with the SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as six sub-proposals;

Proposal No. 3(A): A proposal to increase the total number of authorized shares and classes of stock to 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share;

Proposal No. 3(B): A proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL;

Proposal No. 3(C): A proposal to require the affirmative vote of the holders of at least two-thirds of the total voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class to (1) make amendments to certain provisions of the Proposed Charter (Article THIRTEENTH (A)) and (2) amend the Proposed Bylaws (Article SIXTH (F));

Proposal No. 3(D): A proposal to provide that any action required or permitted to be taken by the stockholders of the Company may be taken by written consent until the time the issued and outstanding shares of common stock owned by Embraer Entities represent less than 50% of the voting power of the then outstanding shares of capital stock of the Company;

Proposal No. 3(E): A proposal to elect not to be governed by Section 203 of the DGCL relating to business combinations with interested stockholders; and

Proposal No. 3(F): A proposal to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “Zanite Acquisition Corp.” to “Eve Holding, Inc.”, (ii) making the Company’s corporate existence perpetual and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company;

Proposal No. 4 — The Stock Issuance Proposal: A proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq, (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination, consisting of the issuance of (i) shares of common stock to EAH pursuant to the terms of the Business Combination Agreement and (ii) shares of common stock to the PIPE Investors in connection with the PIPE Investment, plus any additional shares of common stock or securities convertible into shares of common stock pursuant to Subscription Agreements or similar arrangements that we may enter into prior to the Closing, and (y) the issuance of shares of common stock to EAH in connection with the business combination and the PIPE Investment that would result in EAH owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules;

Proposal No. 5 — The Incentive Plan Proposal: A proposal to approve and adopt the Incentive Plan, a copy of which is attached to this proxy statement as Annex K;

Proposal No. 6 — The Director Election Proposal: A proposal to elect seven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meeting of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal; and

Proposal No. 7 — The Adjournment Proposal: A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived.

Our board of directors has decided to increase the size of the board of directors from six to seven directors if the business combination is completed. For more information, please see the section entitled “Management of the Company following the Business Combination.”

Unless waived by the parties to the Business Combination Agreement, and subject to applicable law, the Closing is subject to a number of conditions set forth in the Business Combination Agreement including, among others, the receipt of certain stockholder approvals contemplated by this proxy statement. For more information about the closing conditions to the business combination, please see the section entitled “The Business Combination Proposal — The Business Combination Agreement — Conditions to the Completion of the Business Combination.”

The Business Combination Agreement may be terminated at any time prior to the consummation of the business combination upon agreement of the parties thereto, or by the Company or Embraer in specified circumstances. For more information about the termination rights under the Business Combination Agreement, please see the section entitled “The Business Combination Proposal — Termination; Effectiveness.

The business combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

When you consider the recommendation of our board of directors that you vote in favor of approval of the business combination, you should be aware that the initial stockholders, including the Company’s directors and officers, have interests in the business combination that may be different from, or in addition to, the interests of the Company’s other stockholders and warrant holders. These interests include:

The Sponsor and our officers and directors will lose their entire investment in us if we do not complete a business combination within the completion window.

The initial stockholders and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they hold in connection with the completion of the business combination. In addition, the initial stockholders and our officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if the Company fails to complete a business combination within the completion window. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if we fail to complete our initial business combination within the completion window. Our initial stockholders and our officers and directors did not receive separate consideration for their waiver of redemption rights other than the receipt of founder shares for a nominal purchase price.

The nominal purchase price paid by the Sponsor and our officers and directors for the founder shares may result in significant dilution to the implied value of the public shares upon consummation of the business combination. In addition, the value of the founder shares following the Closing is likely to be substantially higher than the nominal price paid for them, even if the trading price of our common stock is substantially less than $10.00 per share. As a result, the Sponsor and our officers and directors are likely able to recoup their investment in us and make a substantial profit on that investment, even if our public shares have lost significant value. Accordingly, the Sponsor and our officers and directors may have an economic incentive that differs from that of our public stockholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust account to the public stockholders, even if that business combination were with a riskier or less-established target business.

Following the consummation of the business combination, we will continue to indemnify our existing directors and officers and will maintain a directors’ and officers’ liability insurance policy.

Upon the Closing, Kenneth C. Ricci is expected to serve on the Company’s board of directors and Gerard J. DeMuro, a former member of our board of directors and Eve’s Co-Chief Executive Officer, is expected to serve as the Co-Chief Executive Officer of the Company. As such, in the future they may receive any cash fees, stock options or stock awards that the Company and its board of directors determines to pay to its directors and/or officers.

In connection with the Closing, we will enter into the Amended and Restated Registration Rights Agreement, which will provide certain of the Company’s stockholders, including the holders of the founder shares, private placement warrants and shares of common stock issuable upon conversion of the founder shares and private placement warrants, with registration rights.

Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Company’s officers and directors are entitled to reimbursement for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. As of February 3, 2022, the total aggregate amount of out-of-pocket expenses expected to be repaid by the Company upon consummation of the business combination is $31,698.

Upon the completion of the business combination, BTIG and I-Bankers Securities, Inc., who acted as Zanite’s underwriters in the IPO, will be entitled to an aggregate deferred underwriting commission of $8,050,000, up to $2,012,500 of which the underwriters have agreed may be reallocated by Zanite to the payment of Zanite’s other advisors’ fees. Additionally, Jefferies, Raymond James and Banco Santander (Brasil) S.A. will receive customary financial advisory fees, Cowen & Company, LLC will receive a capital markets advisory fee, for a transaction of this nature, and Jefferies, BTIG, Bradesco

BBI and Banco Itaú International and its affiliates are entitled to receive customary placement agent and referral fees, as applicable, for a transaction of this nature, representing an aggregate of $18,100,000 in fees. As of December 30, 2021, the total aggregate amount of transaction expenses expected to be paid or repaid by Zanite upon consummation of the business combination is approximately $42.63 million, inclusive of the financial advisory, private placement and referral fees and the deferred underwriting commission payable to Zanite’s underwriters in the IPO. If the business combination is not consummated in the time provided in the Current Charter, BTIG, I-Bankers, Jefferies, Bradesco BBI, Banco Itaú International and its affiliates, Cowen and Company, LLC, Raymond James and Banco Santander (Brasil) S.A. would not receive their expected $25,650,000 in aggregate compensation for their respective roles as underwriters, financial advisor, placement agent, capital markets advisor and/or referee, as applicable, unless we seek and obtain the requisite consent of our shareholders to extend the period of time Zanite has to consummate its initial business combination.

In connection with the Closing, the Sponsor and our officers and directors would be entitled to the repayment of any working capital loans and advances that have been made to the Company and remain outstanding. As of the date of this proxy statement, there are no such loans or advances outstanding. If we do not complete an initial business combination within the completion window, we may use a portion of our working capital held outside the trust account to repay the working capital loans, but no proceeds held in the trust account would be used to repay any working capital loans.

In order to protect the amounts held in the trust account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination Agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

Kenneth C. Ricci, Zanite’s Co-Chief Executive Officer, is the controlling owner of Directional Capital LLC. Directional Capital LLC’s portfolio companies include Flexjet, LLC (“Flexjet”), where Mr. Ricci serves as a Manager and as Chairman and President of its parent, and Halo Aviation Ltd. (“Halo”), where Mr. Ricci serves as a director. On June 1, 2021, Eve announced a partnership with Halo pursuant to which Halo has agreed to order 200 eVTOL from Eve and has agreed to work with Eve to develop a new eVTOL operation in the U.S. and the U.K. Flexjet is a customer of Embraer Executive Aircraft, Inc. (“Embraer Executive Jets”) and has agreed to purchase 68 fixed-wing aircraft from Embraer Executive Jets.

Each of our officers and directors has fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. The Current Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one the Company is legally and contractually permitted to undertake and would otherwise be reasonable for the Company to pursue, and to the extent the director or officer is permitted to refer that opportunity to the Company without violating any legal obligation.

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

Proposal No. 1 — The Business Combination Proposal: A proposal to adopt the Business Combination Agreement, dated as of December 21, 2021, a copy of which is attached as Annex A, by and among the Company, Eve, Embraer, and EAH, and approve the transactions contemplated by the Business Combination Agreement, which provides that, among other things, EAH, as the sole beneficial and record holder of all of the issued and outstanding equity interests of Eve at such time, will contribute and transfer to Zanite, and Zanite will receive from EAH, all of the issued and outstanding equity interests of Eve, as consideration and in exchange for the issuance and transfer by Zanite to EAH of 220,000,000 shares of common stock of Zanite at the Closing;

Proposal No. 2 — The Charter Amendment Proposals: Proposals to amend and restate, and further amend, the Current Charter as follows:

Charter Amendment Proposal A: to approve and adopt Proposed Charter (other than the proposals addressed in Charter Amendment Proposal B), which, if approved, would amend and restate the Current Charter, and which, if approved, would take effect upon the Closing;

Charter Amendment Proposal B: to approve and adopt a proposed amendment to the Proposed Charter to (i) increase the number of authorized shares of Class A common stock from 100,000,000 to 1,000,000,000, which will become shares of common stock, par value of $0.001 per share, of the combined company upon the Closing, and the total number of authorized shares of common stock from 111,000,000 to 1,000,000,000 and (ii) provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL, which, if approved, will both be in effect upon the Closing;

Proposal No. 3 — The Advisory Charter Proposals: Proposals to approve and adopt, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with the SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as six sub-proposals;

Proposal No. 3(A): A proposal to increase the total number of authorized shares and classes of stock to 1,100,000,000 shares, consisting of (i) 1,000,000,000 shares of common stock and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share;

Proposal No. 3(B): A proposal to provide that the number of authorized shares of any class of common stock or preferred stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL;

Proposal No. 3(C): A proposal to require the affirmative vote of the holders of at least two-thirds of the total voting power of all the then outstanding shares of capital stock of the Company entitled to vote thereon, voting together as a single class to (1) make amendments to certain provisions of the Proposed Charter (Article THIRTEENTH(A)) and (2) amend the Proposed Bylaws (Article SIXTH (F));

Proposal No. 3(D): A proposal to provide that any action required or permitted to be taken by the stockholders of the Company may be taken by written consent until the time the issued and

Proposal No. 3(E): A proposal to elect not to be governed by Section 203 of the DGCL relating to business combinations with interested stockholders; and

Proposal No. 3(F): A proposal to provide for certain additional changes, including, among other things, (i) changing the post-business combination company’s corporate name from “Zanite Acquisition Corp.” to “Eve Holding, Inc.”, (ii) making the Company’s corporate existence perpetual and (iii) removing certain provisions related to our status as a blank check company that will no longer apply upon consummation of the business combination, all of which our board of directors believes are necessary to adequately address the needs of the post-business combination Company;

Proposal No. 4 — The Stock Issuance Proposal: A proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq, (x) the issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the business combination, consisting of the issuance of (i) shares of common stock to EAH pursuant to the terms of the Business Combination Agreement and (ii) shares of common stock to the PIPE Investors in connection with the PIPE Investment, plus any additional shares of common stock or securities convertible into shares of common stock pursuant to Subscription Agreements or similar arrangements that we may enter into prior to the Closing, and (y) the issuance of shares of common stock to EAH in connection with the business combination and the PIPE Investment that would result in EAH owning more than 20% of our outstanding common stock, or more than 20% of the voting power, which could constitute a “change of control” under Nasdaq rules;

Proposal No. 5 — The Incentive Plan Proposal: A proposal to approve and adopt the Incentive Plan, a copy of which is attached to the accompanying proxy statement as Annex K;

Proposal No. 6 — The Director Election Proposal: A proposal to elect seven directors to serve staggered terms on our board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement or removal; and

Proposal No. 7 — The Adjournment Proposal: A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived.

We anticipate that all of the executive officers of Eve will remain with Eve Holding. The current directors of the Company, other than Kenneth C. Ricci, will resign at the time of the business combination. Kenneth C. Ricci will be appointed to serve as a director of Eve Holding upon completion of the business combination. The remaining director nominees will be designated by EAH in accordance with the terms of the Business Combination Agreement, except for one director who will be designated by Acciona Logistica, S.A., one of the Strategic Investors, which nominee will be subject to EAH’s and the Sponsor’s mutual good-faith approval. Please see the sections entitled “Management of the Company Following the Business Combination” and “The Director Election Proposal” for additional information.

What happens if a substantial number of the Zanite public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

Zanite stockholders who vote in favor of the business combination may also nevertheless exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the business combination is conditioned upon, among other things, Zanite having an aggregate cash amount of at least $350,000,000 available at Closing from the trust account and PIPE Investors. Zanite intends to notify Zanite stockholders by press release promptly after it becomes aware that Eve has waived this condition. In addition, with fewer public shares and public stockholders, the trading market for Class common stock may be less liquid than the market for Class A common stock was prior to consummation of the business combination and Eve may not be able to meet the listing standards for the NYSE or another national securities exchange. In addition, with less funds available from the trust account, the working capital infusion from the trust account into Eve’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the trust account as opposed to the scenario in which Zanite’s public stockholders exercise the maximum allowed redemption rights.

Trust Value

Total shares of Class A common stock

Trust Value per share of Class A common stock

Redemptions ($)

Redemptions (Shares)

Deferred underwriting commission

Cash left in Trust Account post redemption minus deferred underwriting commission

Class A common stock post redemption

Trust Value Per Share

Public shares

Shares issued to EAH(1)

Shares issued to Zanite’s initial stockholders(2)

Shares issued to third-party PIPE Investors

Shares underlying public warrants

Shares underlying private placement warrants

Shares underlying new warrants

Shares outstanding

Includes 18,500,000 shares of common stock to be subscribed for and purchased by EAH as part of the PIPE Investment at a purchase price of $10.00 per share.

Includes 5,050,000 founder shares held by the Sponsor, 250,000 founder shares held by Ronald D. Sugar, 150,000 founder shares held by John B. Veihmeyer, 150,000 founder shares held by Larry R. Flynn and 150,000 founder shares held by Gerard J. DeMuro. Also includes the 2,500,000 shares of common stock the Sponsor committed to purchase in connection with the PIPE Investment at a purchase price of $10.00 per share.

Deferred Underwriting Commission

Deferred Underwriting Commission as a percentage of cash left in the Trust Account Following Redemptions

Will the Company obtain new financing in connection with the business combination?

Yes, in connection with the transactions contemplated by the Business Combination Agreement, the Company has entered into Subscription Agreements, each dated December 21, 2021, with the PIPE Investors pursuant to which the Company agreed to issue and sell to the PIPE Investors in private placements to close immediately prior to the Closing, an aggregate of 35,730,000 shares of common stock at $10.00 per share, for an aggregate purchase price of $357,300,000. The PIPE Investors include, among others, the Sponsor, which subscribed to purchase 2,500,000 shares of common stock for a purchase price of $25,000,000, EAH, which subscribed to purchase 18,500,000 shares of common stock for a purchase price of $185,000,000, and the other PIPE Investors, which subscribed for 14,730,000 shares of common stock for a purchase piece of $147,300,000. Pursuant to the terms of the Subscription Agreements, a PIPE Investor, including the Sponsor and EAH, may assign all or a portion of its obligation to purchase its shares of Common Stock in the PIPE Investment with Zanite’s prior consent. At the Closing, the PIPE Investors and the Company will consummate the PIPE Investment pursuant to and in accordance with the terms of the Subscription Agreements.

What conditions must be satisfied to complete the business combination?

There are a number of closing conditions that must be satisfied or waived in the Business Combination Agreement, including, among others, the approval of the Condition Precedent Proposals by the stockholders of the Company and the satisfaction of the Minimum Cash Condition. For a summary of the conditions that must be satisfied or waived prior to completion of the business combination, please see the section entitled “The Business Combination Proposal — The Business Combination Agreement.”

Why is the Company proposing the Charter Amendment Proposals?

We are proposing the Charter Amendment Proposals in order to approve the Proposed Charter, substantially in the form attached to this proxy statement as Annex C. In the judgment of the board of directors, the proposed charter is necessary to address the needs of the post-business combination Company.

Why is the Company proposing the Advisory Charter Proposals?

We are requesting that our stockholders vote upon, on a non-binding advisory basis, a series of proposals to approve certain amendments contained in the Proposed Charter that materially affect stockholder rights, which are those amendments that will be made to the Current Charter as reflected in the Proposed Charter if the Charter Amendment Proposals are approved.

Why is the Company proposing the Stock Issuance Proposal?

We are seeking stockholder approval in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d), which require stockholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. Assuming no redemptions, we expect that approximately (i) 220,000,000 shares of common stock will be issued to EAH in connection with the business combination and (ii) 35,730,000 shares of Zanite Class A common stock will be issued to the PIPE Investors (inclusive of the 18,500,000 shares of common stock that will be issued to EAH in connection with the PIPE Investment and the 2,500,000 shares of common stock that will be issued to the Sponsor in connection with the PIPE Investment), plus any additional shares of common stock or securities convertible into shares of common stock we may issue pursuant to subscription agreements or similar arrangements that we may enter into prior to the Closing. Because we may issue 20% or more of our outstanding common stock as consideration in the business combination and the PIPE investment, which would constitute 20% or more of the voting power, and therefore a “change of control” under Nasdaq Listing Rules 5635(a), (b) and (d), we are required to obtain stockholder approval of such issuance. For more information, please see the section entitled “The Stock Issuance Proposal.” For more information, please see the section entitled “Proposal No. 2 — The Nasdaq Proposal.”

Why is the Company proposing the Incentive Plan Proposal?

The purpose of the Incentive Plan is to further align the interests of the eligible participants with those of stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company. Please see the section entitled “The Incentive Plan Proposal” for additional information.

Why is the Company proposing the Director Election Proposal?

Upon the Closing, our stockholders are being asked to consider and vote upon a proposal to elect seven directors to our board of directors, effective immediately upon the Closing of the business combination, with each Class I director having a term that expires at our annual meeting of stockholders in 2023, each Class II director having a term that expires at our annual meeting of stockholders in 2024 and each Class III director having a term that expires at our annual meeting of stockholders in 2025, or, in each case, when his or her respective successor is duly elected and qualified, or upon his or her earlier death, resignation, retirement or removal.

Why is the Company proposing the Adjournment Proposal?

We are proposing the Adjournment Proposal to allow our board of directors to adjourn the special meeting to a later date or dates to permit further solicitation of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Condition Precedent Proposals or we determine that one or more of the Closing conditions under the Business Combination Agreement is not satisfied or waived. Please see the section entitled “The Adjournment Proposal” for additional information.

What happens if I sell my shares of Class A common stock before the special meeting?

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A common stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination. If you transfer your shares of Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

What constitutes a quorum at the special meeting?

A majority of the issued and outstanding shares of common stock entitled to vote as of the record date at the special meeting must be present, in person (which would include presence at the virtual special meeting) or represented by proxy, at the special meeting to constitute a quorum and in order to conduct business at the special meeting. For Charter Amendment Proposal B, a quorum will be present at the special meeting if the holders of a majority of the Class A common stock outstanding and entitled to vote at the special meeting is represented in person (which would include presence at a virtual meeting) or by proxy at the special meeting. Abstentions will be counted as present for the purpose of determining a quorum. Shares held by the Sponsor, who currently beneficially owns approximately 20% of our issued and outstanding shares of common stock, will count towards this quorum. In the absence of a quorum, the chairman of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 14,375,001 shares of our common stock would be required to achieve a quorum.

What vote is required to approve the proposals presented at the special meeting?

Approval of the Business Combination Proposal, the Advisory Charter Proposals (each of which is a non-binding vote), the Stock Issuance Proposal, the Incentive Plan Proposal, and the Adjournment Proposal each requires the affirmative vote of holders of a majority of the votes cast by our stockholders present in person (which would include presence at the virtual special meeting) or represented by proxy at the special meeting and entitled to vote thereon. Approval of each of the Charter Amendment Proposals requires the affirmative vote of holders of a majority of the outstanding shares of our Class A common stock and Class B common stock entitled to vote thereon at the special meeting, voting as a single class. In addition, Charter Amendment Proposal B requires the affirmative vote of holders of a majority of the outstanding shares of Class A common stock, voting as a class.

What happens if the Business Combination Proposal is not approved?

If the Business Combination Proposal is not approved and we do not consummate a business combination within the completion window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject, in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

May the Sponsor, the initial stockholders or the Company’s directors or officers or their affiliates purchase shares or public warrants in connection with the business combination?

In connection with the PIPE Investment, the Sponsor has agreed to purchase 2,500,000 shares of common stock for $25,000,000 at a price of $10.00 per share. Our initial stockholders and our directors, officers, advisors and their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of the business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. In the event that the Sponsor, the initial stockholders and our directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their public shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in the Business Combination Agreement, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding. Any such purchases of our securities may result in the completion of the business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on the NYSE.

How many votes do I have at the special meeting?

Our stockholders are entitled to one vote on each proposal presented at the special meeting for each share of common stock held of record as of March 18, 2022, the record date for the special meeting. As of the close of business on the record date, there were 28,750,000 outstanding shares of our common stock.

What interests do the Sponsor and the Company’s officers and directors have in the business combination?

When you consider the recommendation of our board of directors that you vote in favor of approval of the business combination, you should be aware that the initial stockholders, including the Company’s directors and officers, have interests in the business combination that may be different from, or in addition to, the interests of the Company’s other stockholders and warrant holders. Our board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to our stockholders that they vote in favor of the proposals presented at the special meeting, including the Business Combination Proposal. Please see the section entitled “The Business Combination Proposal — Interests of Zanite’s Directors and Officers in the Business Combination” for additional information.

Did the board of directors obtain a third-party fairness opinion in determining whether or not to proceed with the business combination?

No. The Current Charter does not require our board of directors to seek a third-party fairness opinion in connection with a business combination unless the target business is affiliated with the Sponsor or our directors or officers.

What happens if I vote against the Business Combination Proposal?

If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite vote at the special meeting, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to closing, the business combination will be consummated in accordance with the terms of the Business Combination Agreement.

Do I have redemption rights?

Under the Current Charter, we must provide all holders of public shares with the opportunity to have their public shares redeemed upon the consummation of our initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. If you are a holder of public shares, you may redeem your public shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing (i) the aggregate amount on deposit in the trust account as of two business days prior to the consummation of the business combination, including interest not previously released to us to pay our taxes, by (ii) the total number of then-outstanding public shares; provided, that, the Company will not redeem any shares of Class A common stock issued in the IPO to the extent that the redemption would result in the Company having net tangible assets of less than $5,000,001. A public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the shares of our Class A common stock included in the units sold in our IPO without the prior consent of the Company. Holders of our outstanding public warrants do not have redemption rights in connection with the business combination. The Sponsor and our directors and officers have agreed to waive their redemption rights with respect to any public shares they may hold in connection with the consummation of the business combination, and the founder shares

(a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and

prior to [●], New York City time, on [●] (two business days prior to the scheduled vote at the special meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC.

Can the initial stockholders and our officers and directors redeem their founder shares in connection with consummation of the business combination?

No. The initial stockholders and our officers and directors have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with the consummation of our business combination.

Is there a limit on the number of shares I may redeem?

Yes. A public stockholder, together with any affiliate of the stockholder or any other person with whom the stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our IPO without the prior consent of the Company. Accordingly, all shares in excess of 15% owned by a holder will not be redeemed for cash without the prior consent of the Company. On the other hand, a public stockholder who holds less than 15% of the public shares of Class A common stock may redeem all of the public shares held by the stockholder for cash.

Is there a limit on the total number of shares that may be redeemed?

Yes. The Current Charter provides that we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. Other than this limitation, the Current Charter does not provide a specified maximum redemption threshold.

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of common stock for or against, or whether you abstain from voting on the Business Combination Proposal or any other proposal described by this proxy statement.

In order to exercise your redemption rights, you must: (i) (a) hold public shares or (b) hold public shares through units and you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares; and (ii) prior to [●], New York City time, on [●] (two business days prior to the scheduled vote at the special meeting), (a) submit a written request, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, to the Transfer Agent that the Company redeem your public shares for cash and (b) deliver your public shares to the Transfer Agent, physically or electronically through DTC. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing.

What are the U.S. material federal income tax consequences of exercising my redemption rights?

The U.S. material federal income tax consequences of exercising your redemption rights depends on the particular facts and circumstances. Please see the section entitled “U.S. Material Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?

The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants will not be transferable, assignable or salable until 30 days after the

If I am a warrant holder, can I exercise redemption rights with respect to my public warrants?

No. The holders of the public warrants have no redemption rights with respect to the public warrants.

Do I have appraisal rights if I object to the business combination?

No. Appraisal rights are not available to holders of our common stock in connection with the business combination.

What happens to the funds held in the trust account upon consummation of the business combination?

If the business combination is consummated, the funds held in the trust account will be used to: (i) pay our stockholders who properly exercise their redemption rights; (ii) pay $8,050,000 in deferred underwriting commissions to the underwriters of the IPO in connection with the business combination (of which up to $2,012,500 may be reallocated by Zanite to the payment of Zanite’s other advisors’ fees); and (iii) pay

What happens if the business combination is not consummated?

There are certain circumstances under which the Business Combination Agreement may be terminated by the parties thereto and certain conditions that must be satisfied or waived to consummate the business combination. Please see the section entitled “The Business Combination Proposal — The Business Combination Agreement” for information regarding the parties’ specific termination rights and such conditions that must be satisfied or waived.

When is the business combination expected to be completed?

The Closing is expected to take place in the second quarter of 2022, subject to the satisfaction or waiver of the conditions described in the section entitled “The Business Combination Proposal — The Business Combination Agreement — Conditions to the Completion of the Business Combination.” The Business Combination Agreement may be terminated by the parties thereto if the Closing has not occurred by June 21, 2022. For a description of the conditions to the completion of the business combination, see the section entitled “The Business Combination Proposal — The Business Combination Agreement — Conditions to the Completion of the Business Combination.”

What happens if the business combination is not completed by the end of Zanite’s completion window?

Our completion window to complete an initial business combination will end on May 19, 2022, unless our stockholders vote to amend our amended and restated certificate of corporation to further extend the amount of time we have to complete an initial business combination.

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement, including the Annexes, and to consider how the business combination will affect you as a stockholder.

How do I vote?

If you were the record holder of shares of our common stock as of the record date, you may submit your proxy to vote such shares by mail or at the special meeting.

What is the difference between a stockholder of record and a “street name” holder?

If your shares are registered directly in your name with the transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy materials are being provided directly to you. If your shares are held in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares, which are considered to be held in “street name.” The proxy materials are being provided to you by your broker, bank or other nominee who is considered the stockholder of record with respect to those shares.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to

What will happen if I abstain from voting or fail to vote at the special meeting?

A stockholder’s failure to vote by proxy or to vote at the virtual special meeting will not be counted towards the number of shares of common stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Each of the failure to vote by proxy, the failure to vote at the virtual special meeting and an abstention from voting on any of the Business Combination Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal will have no effect on the outcome of any such proposal, but will have the same effect as a vote “AGAINST” each of the Charter Amendment Proposals.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders and “FOR” each of the director nominees. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

How can I vote my shares without attending the special meeting?

If you are a stockholder of record of our common stock as of the close of business on the record date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the special meeting. Please note that if you are a beneficial owner of our common stock, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting may be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

May I change my vote after I have returned my proxy card or voting instruction form?

Yes. If you are a holder of record of our common stock as of the close of business on the record date, you can change or revoke your proxy before it is voted at the special meeting by:

delivering a signed written notice of revocation to our Secretary at Zanite Acquisition Corp., 25101 Chagrin Boulevard, Suite 350, Cleveland, Ohio 44122, bearing a date later than the date of the proxy, stating that the proxy is revoked;

signing and delivering a new proxy, relating to the same shares and bearing a later date; or

virtually attending and voting at the special meeting and voting, although attendance at the special meeting will not, by itself, revoke a proxy.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one

Who will solicit and pay the cost of soliciting proxies for the special meeting?

The Company will pay the cost of soliciting proxies for the special meeting. The Company has engaged Morrow to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay Morrow a fee of $32,500, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. The Company will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of common stock for their expenses in forwarding soliciting materials to beneficial owners of common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Who can help answer my questions?

If you have questions about the business combination or if you need additional copies of this proxy statement or the enclosed proxy card you should contact: