Zanite (NASDAQ:ZNTE) announced this afternoon in an 8-K that it has added $30 million to its PIPE and entered into a strategic warrant agreement for its combination with electric vertical take-off and landing vehicle (eVTOL) manufacturer Eve.
On March 16, Zanite entered into a subscription agreement with an additional strategic investor, Acciona Logistica, to purchase an aggregate of 3,000,000 shares of common stock for $30 million. All total, Zanite has now agreed to issue and sell 34,730,000 shares to the PIPE investors for a purchase price of $347.3 million, which is just shy of the $350 million minimum cash closing condition.
The news comes just a week after Zanite entered into a subscription agreement with a different strategic investor that subscribed for an aggregate of 230,000 shares of common stock for $2.3 million. Prior to this, the SPAC agreed to add $10 million to the PIPE on December 27, 2021, which brought it to a total of $315 million.
The original PIPE is made up of a $175 million investment by Embraer as well as $25 million from Zanite’s sponsor and a further $105 million from strategic investors Azorra Aviation, BAE Systems (LON:BAES), Bradesco BBI, Falko Regional Aircraft, Republic Airways, Rolls-Royce (LON:RR), and SkyWest (NASDAQ:SKYW).
Additionally, today’s 8-K disclosed that Zanite entered into a strategic warrant agreement with Acciona and Embraer Aircraft Holding, Inc., a direct wholly-owned subsidiary of Embraer. Upon closing of the business combination, Zanite will issue new warrants to acquire 4,500,000 shares to Acciona, each with an exercise price of $0.01 per share. Each warrant is exercisable for a period of five years following its issuance or first permitted exercise date.
Acciona also entered into a lock-up agreement with the SPAC, which will restrict Acciona from transferring warrants to acquire 900,000 shares issued at the closing, and the shares issued upon the exercise of such new warrants until two years after the closing date.
Out of the warrants that Zanite has agreed to issue as part of the strategic warrant agreement, (i) warrants to acquire 900,000 shares will be issued and exercisable at closing, (ii) warrants to acquire up to 3,600,000 shares will be issued upon the achievement of certain business milestones, including upon achievement of certain operation thresholds and upon receipt of the first type certification for eVTOL.
The agreement also provides Acciona with the non-transferable right to designate a Class I director of the company, which will be Mr. José Manuel Entrecanales, the Chairman and Chief Executive Officer of Acciona. In addition, Acciona may designate a member to a non-board advisory committee following the closing of the transaction, to the extent that the company chooses to form such a committee.
The parties announced their $2.4 billion deal just a few months ago on December 21. Florida-based Eve is working to commercialize its eVTOL designs as air taxis and other mobility solutions as Embraer’s internally incubated play on that new market.
Terms Tracker for the Week Ending June 6, 2025 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. After a blistering pace in May that saw 22 SPAC IPOs price, this week brought a much-needed breather. No new SPACs priced, but three more...
Oxley Bridge Acquisition Limited (NASDAQ:OBAU) has filed for a $220 million SPAC with a focus on finding a consumer or technology target in an Asian country other than China. The new SPAC is not overfunded and offers a 1/2 warrant in each unit with 24 months to initially complete a business combination without an automatic...
At the SPAC of Dawn While the world was glued to the public falling out between Elon Musk and President Donald Trump yesterday with a mix of bemusement and surprise, the spat is not without its ramifications for de-SPACs and sectors that searching SPACs have favored. Trump leveled a threat toward Musk’s many government contracts...
Churchill IX (NASDAQ:CCIX) has entered into a definitive agreement to combine with autonomous trucking technology firm Plus at a pro forma enterprise value of $1.308 billion. Santa Clara, California-based Plus is developing software to autonomously drive heavy trucks that it expects to launch commercially in 2027. The combined company is expected to trade on the...
At the SPAC of Dawn Following yesterday’s ADP data reading showing that the US job market is cooling, the trading session is to begin today with an update on initial jobless claims, which had been expected to fall slightly. The market will also get trade deficit and productivity readouts before a pair of speeches by...