SecProbe.io

CORRESP
 1
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 EVE HOLDING, INC. 1400 General Aviation Drive
 Melbourne , FL 32935

 June 23 , 202 5

 VIA EDGAR

 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, NE
 Washington, D.C. 20549

 Attn:

 Tom Jones
 Jay Ingram

 RE:

 Eve Holding, Inc . (the “ Company ”)

  Registration Statement on Form   S - 3

  File No.   333- 287863

 Dear Mr. Jones and Mr. Ingram :

 Pursuant to Rule   461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form   S - 3 (File No.   333- 287863 ) be accelerated by the Securities and Exchange Commission to 4: 0 0 p.m.   New York time on June 25 , 202 5 , or as soon as practicable thereafter.

 We request that we be notified of such effectiveness by a telephone call to Thomas W. Greenberg of Skadden, Arps, Slate, Meagher   & Flom LLP at (21 2 ) 735 - 7886 and that such effectiveness also be confirmed in writing.

 Very truly yours,

 Eve Holding, Inc.

 By:

 /s/ Eduardo Couto

 Eduardo Couto

 Chief Financial Officer

 cc:   Thomas W. Greenberg
 Skadden, Arps, Slate, Meagher   & Flom LLP

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 Skadden, Arps, Slate, Meagher & Flom LLP

 ONE MANHATTAN WEST
 NEW YORK, NY 10001

 TEL: (212)   735-3000
 FAX: (212)   735-2000
 www.skadden.com

 June 6 , 2025

 FIRM/AFFILIATE
OFFICES
 -----------
 BOSTON
 CHICAGO
 HOUSTON
 LOS ANGELES
 PALO ALTO
 WASHINGTON, D.C.
 WILMINGTON
 -----------
 ABU DHABI
 BEIJING
 BRUSSELS
 FRANKFURT
 HONG KONG
 LONDON
 MUNICH
 PARIS
 SÃO PAULO
 SEOUL
 SINGAPORE
 TOKYO
 TORONTO

 VIA EDGAR

 Division of Corporation Finance
 Office of Manufacturing
 U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 -3561
 Attn:       Tom Jones Jay Ingram

 Re:
 Eve   Hol ding,   Inc.

 Draft Registration Statement on Form S-3

 Submitted May 12, 2025

 File No. 377-08000

 CIK No. 0001823652

 Ladies and Gentlemen:
 On behalf of our client, Eve Holding, Inc. (the “ Company ”), we hereby provide responses to the comments received from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) set forth in the comment letter dated June 2, 2025 (the “ Comment Letter ”) with respect to the above-referenced D raft Registration Statement on Form S-3 submitted to the Commission by the Company on May 12, 2025 .
 Concurrently with the filing of this letter, the Company has filed, through EDGAR , the Registration Statement on Form S- 3 ( the “ Registration Statement ”) in response to the Staff’s comment s and reflect ing certain other changes.
 The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in prospectus included in the Registration Statement (the “ Prospectus ” ) .

 Draft Registration Statement on Form S-3
 General
 1.              It appears that you seek the register the primary offering of common stock that will be issuable upon conversion of debt that is not yet outstanding. Please explain how you are eligible to use Form S-3 for this aspect of your transaction in light of the requirement in General Instruction I.B.4 that the convertible security be outstanding at the time of registration.
 Response : The Company acknowledges the Staff’s comment and has revised the disclosure in the explanatory note of the Registration Statement, the cover page of the Prospectus and pages ii and 28 of the Prospectus to reflect that the Company is not registering the primary offering of common stock that will be issuable upon conversion of debt that is not yet outstanding, in accordance with the Staff’s comment .
 2.              Please explain why the resale transaction of shares held by Embraer Aircraft Holding, Inc. should not be designated as an indirect primary offering by or behalf of the registrant. Refer generally to Question 612.09 of our Securities Act Rules Compliance and Disclosure Interpretations.
 Response : The Company acknowledges the Staff’s comment and has revised the disclosure in the explanatory note of the Registration Statement, the cover page of the Prospectus and pages ii, 2, 3, 30 and 32 of the Prospectus to acknowledge that Embraer Aircraft Holding, Inc. will be deemed to be an underwriter and that, as a result, the offering of shares by Embraer Aircraft Holding, Inc. would be deemed to be an indirect primary offering by the Company , in accordance with the Staff’s comment .
 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please contact me at (212) 735-7886 or thomas.greenberg@skadden.com if the Staff has any questions or requires additional information.

 Very truly yours,

 /s/ Thomas W. Greenberg

 Thomas W. Greenberg

 cc:          Simone Galvao De Oliveira, General Counsel & Chief Compliance Officer, Eve Holding, Inc.
               Filipe B. Areno, Skadden, Arps, Slate, Meagher   & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 2, 2025

Eduardo Couto
Chief Financial Officer
Eve Holding, Inc.
1400 General Aviation Drive
Melbourne, Florida 32925

 Re: Eve Holding, Inc.
 Draft Registration Statement on Form S-3
 File No. 377-08000
 Filed May 12, 2025
Dear Eduardo Couto:

 We have conducted a limited review of your draft registration statement
and have the
following comment(s).

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-3
General

1. It appears that you seek the register the primary offering of common
stock that will be
 issuable upon conversion of debt that is not yet outstanding. Please
explain how you
 are eligible to use Form S-3 for this aspect of your transaction in
light of the
 requirement in General Instruction I.B.4 that the convertible security
be outstanding at
 the time of registration.
2. Please explain why the resale transaction of shares held by Embraer
Aircraft
 Holding, Inc. should not be designated as an indirect primary offering
by or behalf of
 the registrant. Refer generally to Question 612.09 of our Securities Act
Rules
 Compliance and Disclosure Interpretations.
 June 2, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 We also remind you that your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

 Please contact Tom Jones at 202-551-36012 or Jay Ingram at 202-551-3397
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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EVE HOLDING, INC.
1400 General Aviation Drive

Melbourne, FL 32935
(321) 751-5050

July 31, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn:

 Bradley Ecker

RE:

 Eve Holding, Inc. (the “Company”)

 Registration Statement on Form S-3

 File No. 333-281021

Dear Mr. Ecker:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-281021) be accelerated by the Securities and Exchange Commission to 4:00 p.m. New York time on August 2, 2024, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Thomas W. Greenberg of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-7886 and that such effectiveness also be confirmed in writing.

Very truly yours,

Eve Holding, Inc.

By:

 /s/ Johann Bordais

 Johann Bordais

 Chief Executive Officer

cc:   Thomas W. Greenberg

Skadden, Arps, Slate, Meagher & Flom LLP

July 30, 2024
Eduardo Coutu
Chief Financial Officer
Eve Holding, Inc.
1400 General Aviation Drive
Melbourne, FL 32935
Re:Eve Holding, Inc.
Registration Statement on Form S-3
Filed on July 26, 2024
File No. 333-281021
Dear Eduardo Coutu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 EVE HOLDING, INC.

1400 General Aviation Drive

Melbourne, FL 32935

January 18, 2023

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Manufacturing

 100 F
Street, N.E.

 Washington, D.C. 20549

 Attention: Evan Ewing

        Jay Ingram

Re:
 Eve Holding, Inc.

Registration Statement on Form S-1

(File
No. 333-265337)

Dear Mr. Ewing and Mr. Ingram:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Eve Holding, Inc. (the “Company”) hereby requests that the
effective date of the Registration Statement on Form S-1 (Registration No. 333-265337) (the “Registration Statement”) be accelerated so that it
will become effective no later than 4:00 p.m., Washington, D.C. time, on January 20, 2023, or as soon thereafter as practicable.

 We
request that we be notified of such effectiveness by a telephone call to Thomas Greenberg of Skadden, Arps, Slate, Meagher & Flom LLP at (212) 735-7886 and that such effectiveness also be confirmed in
writing.

Very truly yours,

EVE HOLDING, INC.

By:

 /S/ Gerard J. DeMuro

Name: Gerard J. DeMuro

Title:   Co-Chief Executive Officer

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CORRESP

 SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP

 ONE MANHATTAN WEST

NEW YORK, NY 10001

 TEL: (212)
735-3000

 FAX: (212) 735-2000

www.skadden.com

 FIRM/AFFILIATE OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

HONG KONG

 LONDON

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 January 13, 2023

BY EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549-3561

Attn:    Evan Ewing

   Jay Ingram

Re:
 Eve Holding, Inc.

Amendment No. 4 to Registration Statement on Form S-1

Filed January 13, 2023

File No. 333-265337

Dear Mr. Ewing and Mr. Ingram:

 On
behalf of our client, Eve Holding, Inc, (the “Company”), we hereby provide the Company’s responses to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) by letter dated January 4, 2023 (the “Comment Letter”) with respect to Amendment No. 3 to the above-referenced Registration Statement on Form S-1 filed
with the Commission on December 23, 2022.

 Concurrently with the submission of this letter, the Company is publicly filing, through
the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 4 to the Registration Statement on Form S-1 (the “Amended Registration
Statement”).

 The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to
facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Amended Registration Statement. All references to page
numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Amended Registration Statement.

 Mr. Evan Ewing and Mr. Jay Ingram

U.S. Securities and Exchange Commission

 January 13, 2023

  Page
 2

 Registration Statement on Form S-1

Liquidity and Capital Resources, page 88

1.
 It appears that you inadvertently removed disclosure previously added in response to our comment letters
dated June 27, 2022 and August 10, 2022. Please revise this section to include the disclosure responsive to our previous comments or explain why those comments are no longer applicable.

In response to the Staff’s comment, the Company has revised the disclosure to reinsert the disclosure previously added in response to the
Staff’s comment letters on pages 88-90 of the Amended Registration Statement.

 Executive Compensation , page 105

2.
 Please update your compensation disclosure to reflect the fiscal year ended December 31, 2022.

 In response to the Staff’s comment, the Company has revised the disclosure to include compensation disclosure
related to the fiscal year ended December 31, 2022 on pages 108-110 of the Amended Registration Statement.

 * * * * *

 2

 Please contact me at (212) 735-7886 or
thomas.greenberg@skadden.com if the Staff has any questions or requires additional information.

Very truly yours,

/s/ Thomas W. Greenberg, Esq.

cc:
 Flávia Pavie, General Counsel, Eve Holding, Inc.

Paul T. Schnell, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
January 4, 2023
Flávia Pavie
General Counsel
Eve Holding, Inc.
1400 General Aviation Drive
Melbourne, FL 32935
Re:Eve Holding, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 27, 2022
File No. 333-265337
Dear Flávia Pavie:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Liquidity and Capital Resources, page 88
1.It appears that you inadvertently removed disclosure previously added in response to our
comment letters dated June 27, 2022 and August 10, 2022. Please revise this section to
include the disclosure responsive to our previous comments or explain why those
comments are no longer applicable.
Executive Compensation , page 105
2.Please update your compensation disclosure to reflect the fiscal year ended December 31,
2022.

 FirstName LastNameFlávia Pavie
 Comapany NameEve Holding, Inc.
 January 4, 2023 Page 2
 FirstName LastName
Flávia Pavie
Eve Holding, Inc.
January 4, 2023
Page 2
            Please contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

 ONE MANHATTAN WEST

NEW YORK, NY 10001

 TEL: (212)
735-3000

 FAX: (212) 735-2000

www.skadden.com

 FIRM/AFFILIATE

OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

HONG KONG

 LONDON

MOSCOW

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 August 24, 2022

BY EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549-3561

Attn:    Evan Ewing

   Jay Ingram

Re:
 Eve Holding, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed July 29, 2022

File No. 333-265337

Dear Mr. Ewing and Mr. Ingram:

 On
behalf of our client, Eve Holding, Inc. (the “Company”), we hereby provide the Company’s responses to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”) by letter dated August 10, 2022 (the “Comment Letter”) with respect to Amendment No 1. to the above-referenced Registration Statement on Form S-1 filed with
the Commission on July 29, 2022.

 Concurrently with the submission of this letter, the Company is publicly filing, through the
Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 2 to the Registration Statement on Form S-1 (the “Amended Registration
Statement”).

 The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to
facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Amended Registration Statement. All references to page
numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Amended Registration Statement.

 Mr. Evan Ewing and Mr. Jay Ingram

U.S. Securities and Exchange Commission

 August 24, 2022

  Page
 2

 Amendment No. 1 to the Registration Statement on Form S-1

 The securities being offered in this prospectus represent a substantial percentage of outstanding common stock..., page 54

1.
 We note your response to comment 4 and reissue. Please revise to include the percentage that the shares
being registered for resale currently represent of the total number of shares outstanding and disclose that even though the current trading price is below the SPAC IPO price, the private investors have an incentive to sell because they will still
profit on sales because of the lower price that they purchased their shares than the public investors.

 In response
to the Staff’s comment, the Company has revised the disclosure on page 54 of the Amended Registration Statement.

 Management’s Discussion
and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 98

2.
 We note your response to comment 5 and reissue. In light of the significant number of redemptions, the
current market price for shares of your common stock and the unlikelihood that you will receive significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of
the common stock, expand your discussion to address any changes in the company’s liquidity position since the business combination. Specifically, we note that you expect approximately $540 million will be required to fund your business
plan, received approximately $377 of gross proceeds as a result of your business combination and did not borrow any additional debt in connection with your business combination. Disclose your plan to fully fund your business plan and, if you are
likely to have to seek additional capital, discuss the effect of this offering on your ability to raise additional capital.

In response to the Staff’s comment, the Company has revised the disclosure on pages 94-96 of the
Amended Registration Statement.

 General

3.
 We note your response to comment 7 and reissue in part. Revise to disclose for each applicable selling
securityholder that while such selling securityholder may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to
differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price.

In response to the Staff’s comment, the Company has revised the disclosure on the cover and pages 55 and 96 of the Amended Registration
Statement.

 * * * * *

 Please contact me at (212) 687-5122 or
michelle.gasaway@skadden.com if the Staff has any questions or requires additional information.

Very truly yours,

/s/ P. Michelle Gasaway, Esq.

cc:
 Flávia Pavie, General Counsel, Eve Holding, Inc.

Paul T. Schnell, Skadden, Arps, Slate, Meagher & Flom LLP

Thomas W. Greenberg, Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
August 10, 2022
Flávia Pavie
General Counsel
Eve Holding, Inc.
1400 General Aviation Drive
Melbourne, FL 32935
Re:Eve Holding, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 29, 2022
File No. 333-265337
Dear Ms. Pavie:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 27, 2022 letter.
Registration Statement on Form S-1
The securities being offered in this prospectus represent a substantial percentage of outstanding
common stock..., page 54
1.We note your response to comment 4 and reissue. Please revise to include the percentage
that the shares being registered for resale currently represent of the total number of shares
outstanding and disclose that even though the current trading price is below the SPAC
IPO price, the private investors have an incentive to sell because they will still profit on
sales because of the lower price that they purchased their shares than the public investors.

 FirstName LastNameFlávia Pavie
 Comapany NameEve Holding, Inc.
 August 10, 2022 Page 2
 FirstName LastName
Flávia Pavie
Eve Holding, Inc.
August 10, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 98
2.We note your response to comment 5 and reissue. In light of the significant number of
redemptions, the current market price for shares of your common stock and the
unlikelihood that you will receive significant proceeds from exercises of the warrants
because of the disparity between the exercise price of the warrants and the current trading
price of the common stock, expand your discussion to address any changes in the
company’s liquidity position since the business combination. Specifically, we note that
you expect approximately $540 million will be required to fund your business plan,
received approximately $377 of gross proceeds as a result of your business combination
and did not borrow any additional debt in connection with your business combination.
Disclose your plan to fully fund your business plan and, if you are likely to have to seek
additional capital, discuss the effect of this offering on your ability to raise additional
capital.
General
3.We note your response to comment 7 and reissue in part. Revise to disclose for each
applicable selling securityholder that while such selling securityholder may experience a
positive rate of return based on the current trading price, the public securityholders may
not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential
profit the selling securityholders will earn based on the current trading price.
            Please contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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filename1.htm

CORRESP

 ONE MANHATTAN WEST

NEW YORK, NY 10001

-----------

TEL: (212) 735-3000

FAX: (212) 735-2000

www.skadden.com

 FIRM/AFFILIATE

OFFICES

 -----------

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 -----------

BEIJING

 BRUSSELS

FRANKFURT

 HONG KONG

LONDON

 MOSCOW

MUNICH

 PARIS

SÃO PAULO

 SEOUL

SHANGHAI

 SINGAPORE

TOKYO

 TORONTO

 July 29, 2022

BY EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn:

Evan Ewing
 Jay Ingram

Re:

 Eve Holding, Inc.

 Registration Statement on Form S-1

 Filed June 1, 2022

 File No. 333-265337

 Dear Mr. Ewing and Mr. Ingram:

On behalf of our client, Eve Holding, Inc, (the “Company”), we hereby provide the Company’s responses to the comments
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated June 27, 2022 (the “Comment Letter”) with respect to the above-referenced
Registration Statement on Form S-1 filed with the Commission on June 1, 2022.

 Concurrently
with the submission of this letter, the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”).

 The headings and paragraph numbers in this letter
correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in italics below. Capitalized terms used but not defined herein have the meanings given to them
in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Registration Statement.

 Mr. Evan Ewing and Mr. Jay Ingram

U.S. Securities and Exchange Commission

 July 29, 2022

Page 2

Registration Statement on Form S-1

Cover Page

1.
 For each of the securities being registered for resale, disclose the price that each selling securityholder
paid for such securities.

 In response to the Staff’s comment, the Company has revised the disclosure on the
cover and pages 54-55 of the Registration Statement.

2.
 Disclose the exercise prices of the warrants compared to the market price of the underlying security. If the
warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds sections and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 In response to the Staff’s comment, the Company has revised the disclosure on
the cover and pages 9-10, 54-56 and 98-99 of the Registration Statement.

3.
 We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that a portion of the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the common stock.

In response to the Staff’s comment, the Company has revised the disclosure on the cover and pages
54-55 and 98-99 of the registration statement.

 Risk Factors, page
11

4.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the common stock. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently represent of
the total number of shares outstanding. Also disclose that even though the current trading price is below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the lower price that
they purchased their shares than the public investors.

 In response to the Staff’s comment, the Company has
revised the disclosure on pages 54-55 of the Registration Statement.

 Management’s Discussion and
Analysis of Financial Condition and Results of Operations Overview, page 89

5.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the common stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 Mr. Evan Ewing and Mr. Jay Ingram

U.S. Securities and Exchange Commission

 July 29, 2022

Page 3

In response to the Staff’s comment, the Company has revised the disclosure on pages 98-99 of the
Registration Statement.

 Cover Page

6.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common stock. Your discussion should highlight the fact that Embraer Aircraft Holding, Inc., a beneficial owner of over 90% of
your shares of common stock, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use.

In response to the Staff’s comment, the Company has revised the disclosure on the cover and page 99 of the Registration Statement.

General

7.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities being
registered for resale. Highlight any differences in the current trading price, the prices that each selling securityholder acquired their shares and warrants and the price that the public securityholders acquired their shares and warrants. Disclose
for each applicable selling securityholder that while such selling securityholder may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk
factor disclosure.

 In response to the Staff’s comment, the Company has revised the disclosure on the cover and
pages 54-55 and 98-99 of the registration statement.

 * * *
* *

 Please contact me at (212) 687-5122 or
michelle.gasaway@skadden.com if the Staff has any questions or requires additional information.

 Very truly yours,

 /s/ P. Michelle Gasaway, Esq.

cc:
 Flávia Pavie, General Counsel, Eve Holding, Inc.

 Paul T. Schnell, Skadden, Arps, Slate, Meagher & Flom LLP

 Thomas W. Greenberg, Skadden, Arps, Slate, Meagher & Flom LLP

 4

United States securities and exchange commission logo
June 27, 2022
Flávia Pavie
General Counsel
Eve Holding, Inc.
1400 General Aviation Drive
Melbourne, FL 32935
Re:Eve Holding, Inc.
Registration Statement on Form S-1
Filed June 1, 2022
File No. 333-265337
Dear Ms. Pavie:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.For each of the securities being registered for resale, disclose the price that each selling
securityholder paid for such securities.
2.Disclose the exercise prices of the warrants compared to the market price of
the underlying security. If the warrants are out the money, please disclose the likelihood
that warrant holders will not exercise their warrants. Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds sections and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price. As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.

 FirstName LastNameFlávia Pavie
 Comapany NameEve Holding, Inc.
 June 27, 2022 Page 2
 FirstName LastNameFlávia Pavie
Eve Holding, Inc.
June 27, 2022
Page 2
3.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that a portion of the shares
being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the common stock. Highlight the
significant negative impact sales of shares on this registration statement could have on the
public trading price of the common stock.
Risk Factors, page 11
4.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
common stock. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also disclose that even though the current trading price is
below the SPAC IPO price, the private investors have an incentive to sell because they
will still profit on sales because of the lower price that they purchased their shares than the
public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 89
5.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
6.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Embraer Aircraft Holding, Inc., a beneficial owner of over 90% of
your shares of common stock, will be able to sell all of its shares for so long as the
registration statement of which this prospectus forms a part is available for use.
General
7.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that that each selling securityholder acquired their shares and
warrants and the price that the public securityholders acquired their shares and warrants.
Disclose for each applicable selling securityholder that while such selling
securityholder may experience a positive rate of return based on the current trading price,

 FirstName LastNameFlávia Pavie
 Comapany NameEve Holding, Inc.
 June 27, 2022 Page 3
 FirstName LastName
Flávia Pavie
Eve Holding, Inc.
June 27, 2022
Page 3
the public securityholders may not experience a similar rate of return on the securities
they purchased due to differences in the purchase prices and the current trading price.
Please also disclose the potential profit the selling securityholders will earn based on the
current trading price. Lastly, please include appropriate risk factor disclosure.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
April 13, 2022
Steven Rosen
Co-Chief Executive Officer
Zanite Acquisition Corp.
25101 Chagrin Boulevard Suite 350
Cleveland, Ohio 44122
Re:Zanite Acquisition Corp.
Amendment No. 4 to Preliminary Proxy Statement on Schedule 14A
Filed April 12, 2022
File No. 001-39704
Dear Mr. Rosen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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CORRESP

April 6, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attn: Bradley Ecker

Re:
 Zanite Acquisition Corp.

Amendment No. 2 to Preliminary Proxy Statement on

Schedule 14A

Filed March 18, 2022

File No. 001-39704

Dear Mr. Ecker:

 On behalf
of our client, Zanite Acquisition Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States
Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated April 5, 2022 (the “Comment Letter”), with respect to the above-referenced Amendment No. 2 to the Preliminary
Proxy Statement on Schedule 14A, filed on March 18, 2022 (the “Preliminary Proxy Statement”).

 The
Company has filed via EDGAR Amendment No. 3 to the Preliminary Proxy Statement (“Amendment No. 3”), which reflects the Company’s responses to the Comment Letter and certain updated information. For ease
of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in the Amendment No. 3. Capitalized
terms used but not defined herein have the meanings set forth in Amendment No. 3.

 Amendment No. 1 to Proxy Statement on
Schedule 14A

 The PIPE Investment, page 6

1.
 We note your disclosure the obligations of each party to consummate the PIPE Investment are conditioned
certain closing conditions. Please revise to clarify whether the PIPE Investors are obligated to close their PIPE Investment if the Minimum Cash Condition is modified or waived. Please clearly disclose all of the PIPE closing conditions. In that
regard, we note footnotes 4 and 5 on page S-4. Please include appropriate risk factor disclosure.

Response: In response to the Staff’s comment, the Company has revised disclosure on pages 6 to 8, pages 120 and 121, and foonotes 4
and 5 on page S-4 of Annex S. The Company has also added a risk factor on page 67.

 DEFA 14A filed on
March 23, 2022

 United States Securities and Exchange Commission

April 6, 2022

 Exhibit 99.1

2.
 We note that your investor presentation filed as proxy soliciting material includes a revenue growth plan
and a financial forecast incorporating both GAAP and non-GAAP measures. We also note that the same investor presentation has been included in a Form 8-K furnished on
March 23, 2022. Please provide us with an analysis that addresses the applicability of Items 10(b) and 10(e) of Regulation S-K and Regulation G to these disclosures.

Response: The Company has considered the applicability of Items 10(b) and 10(e) of Regulation
S-K and Regulation G to the disclosure contained in the investor presentation filed as soliciting material as a dual contemporaneous DEFA14A and Form 8-K noted by the
Staff. The Company respectfully advises the Staff that it believes that the presentation of the financial measures referenced in the Staff’s comment contained in such soliciting material falls within the exemptions from Item 10(e) of Regulation
S-K and Regulation G pursuant to the Staff’s guidance contained in Section 101 of its Compliance & Disclosure Interpretations relating to Business Combination Transactions. Notwithstanding
such guidance, in response to the comment of the Staff, the Company has filed on April 6, 2022, a revised investor presentation, to comply with Items 10(b) and 10(e) of Regulation S-K and Regulation G,
including by disclosing Net Income (Loss) and Operating Income (Loss), which are GAAP measures, on page 32 of the presentation, reconciling the GAAP measures with the non-GAAP measures in the presentation as
shown on page 46 thereof, and disclosing the reasons why Eve’s management believes that the non-GAAP financial measures included in the presentation provide useful information to investors regarding
Eve’s financial condition and results of operations as shown on page 46 thereof.

 In addition, the Company has made corresponding
revisions to the disclosure on pages 145 to 147 of Amendment No. 3.

 * * *

Please do not hesitate to contact Daniel Nussen at +1 213 620-7796 of White & Case LLP with
any questions or comments regarding this letter. We kindly request that we hear back from the Staff as soon as possible given the upcoming expiration date of the Company on May 19, 2022.

Sincerely,

 /s/ White & Case LLP

White & Case LLP

cc:
 Steven H. Rosen, Zanite Acquisition Corp.

 2

United States securities and exchange commission logo
April 5, 2022
Steven Rosen
Co-Chief Executive Officer
Zanite Acquisition Corp.
25101 Chagrin Boulevard Suite 350
Cleveland, Ohio 44122
Re:Zanite Acquisition Corp.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed March 18, 2022
File No. 001-39704
Dear Mr. Rosen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Proxy Statement on Schedule 14A
The PIPE Investment, page 6
1.We note your disclosure the obligations of each party to consummate the PIPE Investment
are conditioned certain closing conditions. Please revise to clarify whether the PIPE
Investors are obligated to close their PIPE Investment if the Minimum Cash Condition
is modified or waived. Please clearly disclose all of the PIPE closing conditions. In that
regard, we note footnotes 4 and 5 on page S-4.  Please include appropriate risk factor
disclsoure.
DEFA 14A filed on March 23, 2022
Exhibit 99.1
2.We note that your investor presentation filed as proxy soliciting material includes a
revenue growth plan and a financial forecast incorporating both GAAP and non-GAAP

 FirstName LastNameSteven Rosen
 Comapany NameZanite Acquisition Corp.
 April 5, 2022 Page 2
 FirstName LastName
Steven Rosen
Zanite Acquisition Corp.
April 5, 2022
Page 2
measures.  We also note that the same investor presentation has been included in a Form
8-K furnished on March 23, 2022.  Please provide us with an analysis that addresses the
applicability of Items 10(b) and 10(e) of Regulation S-K and Regulation G to these
disclosures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587 or Andrew
Blume, Staff Accountant, at (202) 551-3254 if you have questions regarding comments on the
financial statements and related matters.  Please contact Bradley Ecker, Staff Attorney, at (202)
551-4985 or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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CORRESP

 February 9, 2022

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
NE

 Washington, D.C. 20549

Attn:  Bradley Ecker

Re:
 Zanite Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed December 30, 2021

CIK No. 001-39704

Dear Mr. Ecker:

 On behalf of our client,
Zanite Acquisition Corp., a Delaware corporation (the “Company”), we are writing to submit the Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange
Commission (the “Staff”) contained in the Staff’s letter dated January 26, 2022 (the “Comment Letter”), with respect to the above-referenced Preliminary Proxy Statement on Schedule 14A, filed on
December 30, 2021 (the “Preliminary Proxy Statement”).

 The Company has filed via EDGAR Amendment No.1 to the
Preliminary Proxy Statement (“Amendment No.1”), which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter
is printed below in bold and is followed by the Company’s response. All page references in the responses set forth below refer to page numbers in Amendment No.1. Capitalized terms used but not defined herein have the meanings set forth in
Amendment No.1.

 Preliminary Proxy Statement on Schedule 14A

General

1.
 Revise your disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response: In response to the Staff’s comment, the Company has added disclosure on pages xvi, xvii, xxvii, xxviii and xxix.

2.
 Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

 United States Securities and Exchange Commission

February 9, 2022

 Response In response to the Staff’s comment, the Company has revised the
disclosure on pages xvii, xxviii and 7.

3.
 Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company will take to notify
all shareholders, including beneficial owners, regarding when the warrants become eligible for redemption.

Response: In response to the Staff’s comment, the Company has added disclosures on pages xxxv, xxxvi and 61.

4.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

 Response: In response to the Staff’s comment, the Company has
added disclosures on page 17, 58, and 147.

5.
 We note that you plan to issue shares of common stock assuming the Business Combination Proposal is
approved. Please advise us of the exemption from the Securities Act that you are relying upon and provide an analysis supporting the use of such exemption.

Response: If the Business Combination Proposal is approved, shares of the Company’s common stock will be issued to EAH and the PIPE
Investors at the Closing pursuant to the Business Combination Agreement and the Subscription Agreements. The Company respectfully advises the Staff that these proposed issuances of common stock will be made upon the exemption from registration as
provided by Section 4(a)(2) of the Securities Act, which exempts from registration transactions by an issuer not involving any “public offering.”

The Company determined that the issuance of shares of common stock pursuant to the Business Combination Agreement in the Equity Exchange does
not involve a “public offering” because such shares will only be issued to one party, EAH, an accredited investor.

 The Company
similarly made such determination regarding the issuance of shares of common stock in the PIPE Investment pursuant to the Subscription Agreements. Such determination was based on the limited number of PIPE Investors, each of whom is an accredited
investor or qualified institutional buyer, and the manner of such issuances, including that there has been no general solicitation or advertising to market the issuance of such securities, each Strategic Investor privately negotiated its own
subscription and each PIPE Investor has made customary private placement representations to the Company in its Subscription Agreement.

 2

 United States Securities and Exchange Commission

February 9, 2022

 Summary of the Proxy Statement, page 1

6.
 We note your disclosure that Zanite has agreed to issue to the Strategic Investors new warrants in
connection with the achievement of certain UAM Business milestones. Please disclose the UAM Business milestones.

Response: In response to the Staff’s comment, the Company has added disclosures on pages xv, xxix and 11.

7.
 Please include disclosure regarding potential dilution related to the issuance of warrants to PIPE
investors.

 Response: The Company respectfully refers the Staff to the disclosures added on pages xvii, xxviii
and 7 described in the Company’s response to the Staff’s comment number 2 above.

 The Proposed Charter includes a forum selection clause,
page 65

8.
 We note your disclosure that the federal district courts of the United States of America will be the sole
and exclusive forum for the resolution of any complaint asserting a cause of action arising under federal securities laws. Please revise this disclosure so that it is consistent with Article XII(B) of the Proposed Charter.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 240 and 241.

Unaudited Pro Forma Condensed Combined Financial Information, page 78

9.
 We note that Embraer Aircraft Holding, Inc. (“EAH”) has entered into put option agreements with
certain strategic PIPE investors to provide “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.” Please tell us how you plan to account for this feature, including reference to the technical guidance that supports your accounting and presentation. Also tell us how you determined this agreement should not be reflected in your pro
forma financial statements.

 Response: The Company respectfully advises the Staff that it has determined that
the put option agreements EAH has entered into with certain Strategic Investors do not have an impact on the unaudited pro forma condensed combined financial information. In evaluating the various Put Option Agreements with certain Strategic
Investors, we determined that the relevant put option features contained therein were freestanding in accordance with ASC 480 Distinguishing Liabilities from Equity for the following reasons: (i) the Company is not party to the
instrument and does not have any obligations thereunder and (ii) the put option can be legally detached and separately exercised. Therefore, the put transactions are arrangements entered into between EAH and future public shareholders of the
Company that do not have any accounting implications for the Company. Indeed, if the applicable Strategic Investor were to exercise its put option and receive in return a credit note, the relevant agreements provide that such credit note may be
presented as payment for parts and services provided by EAH (or a subsidiary of EAH in the United States), which should not impact the Company. These arrangements should not impact the accounting of the pro forma combined entity but rather will be
accounted for by EAH. Therefore, no pro forma adjustment is necessary.

 3

 United States Securities and Exchange Commission

February 9, 2022

10.
 Pursuant to the Tax Receivable Agreement, we note that Zanite Acquisition Corp. will pay EAH 75% of certain
net tax savings realized, or deemed realized, in periods after the closing of the business combination. We further note that under the Tax Sharing Agreement, Zanite will provide payments to EAH based on the increase to the parent’s income tax
liability as a result of being a member of a consolidated group for tax purposes. Please tell us and clearly disclose your anticipated accounting treatment for these agreements. Such disclosure should clarify for investors their impact on your
balance sheet and statement of operations and include, but not necessarily be limited to, a description of how you account for the initial recognition of the obligations, subsequent changes in the measurement of the obligations, and the financial
statement line items impacted. Quantify the related amounts or a range of amounts for the periods presented and include pro forma adjustments reflecting the distributions or advise us why such adjustments are not necessary.

 Response: In response to the Staff’s comment, the Company has added disclosures on pages 84 and 85.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 86

11.
 Within the pro adjustment (l) description, you disclose that new warrants to be issued
contingent upon certain future milestones are considered share-based payment awards granted to nonemployees and are within the scope of ASC 606. Please explain to us why you account for these awards within the scope of ASC 606 as opposed to ASC
718.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 91.

 Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 88

12.
 We note that pro forma adjustment (f) reflects the reclassification of public warrants
from liability to equity on your balance sheet. Since your pro forma statements of operations are giving effect to transactions as if they occurred on January 1, 2020, please remove the related change in derivative fair values
related to these warrants or explain why you do not believe such adjustments are necessary.

 Response: The
Company respectfully advises the Staff that it has revised the disclosure on page 92 to remove the change in derivative fair values related to the public warrants. The Company also respectfully advises the Staff that, in considering whether or not
to eliminate the change in fair values of derivative liabilities in the Preliminary Proxy Statement, we noted diversity in practice with a number of precedents retaining the derivative fair value impact in the unaudited pro forma condensed combined
statement of operations. We considered both presentations and ultimately decided to retain the derivative fair value impact in the previously filed Preliminary Proxy Statement because, by analogy, we likened them to
non-recurring transaction costs which are no longer eliminated from the unaudited pro forma condensed combined statement of operations in accordance with SEC Release
33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses (Final Rule).

 4

 United States Securities and Exchange Commission

February 9, 2022

 Service Agreements, page 119

13.
 Please more clearly and separately describe the material terms of each Service Agreement, including services
provided, licenses, royalty terms, fees due, and termination.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 123 to 126.

 Background of Business Combination, page 122

14.
 Please revise your disclosure in this section to include negotiations relating to material terms of the
transaction, including, but not limited to, structure, consideration, proposals and counter-proposals and size of PIPE. In your revised disclosure, please explain the reasons for the terms, each party’s position on the issues, and how you
reached agreement on the final terms. Please also discuss the negotiations related to the material ancillary agreements related to the business combination.

Response: In response to the Staff’s comment, the Company has revised the disclosures on pages 131 to 134.

15.
 Please elaborate on what led to Zanite’s management team’s initial meeting with Eve’s
management team.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
page 131.

16.
 Please elaborate on what terms were revised in the February 23, 2021 draft of the LOI.
Please also discuss the changes made in the various amendments to the LOI.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 132 to 134.

 Strategic Warrant, Lock-Up
Agreements and Put Option Agreements, page 122

17.
 We note your disclosure that Zanite has agreed to issue to the Strategic Investors new warrants to acquire
an aggregate of 14,150,000 shares of common stock, which warrants will be issued at the Closing or in connection with the achievement of certain UAM Business milestones following the Closing. Please revise to quantify the warrants that will be
issued at the Closing and the warrants that will be issued in connection with the achievement of certain UAM Business milestones.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 128 and 129.

 5

 United States Securities and Exchange Commission

February 9, 2022

18.
 Please disclose the material terms of the put option agreements.

Response: In response to the Staff’s comment, the Company has added disclosure on page 129.

Projected Financial Information, page 133

19.
 We note your disclosure that the financial projections reflect estimates and assumptions. Please revise to
describe such estimates, matters and assumptions with greater specificity and quantify where practicable. Please disclose any other information to facilitate investor understanding of the basis for and limitations of these projections. Clearly
describe the basis for projecting this growth and the factors or contingencies that would affect such growth ultimately materializing.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 143 and 144.

20.
 We note that the financial projections include projected revenue of $20.6 million for the
fiscal year 2024. Please reconcile this with the disclosure that you do not expect to generate revenue “unless and until [you] obtain regulatory approval of and commercialize [y]our first eVTOL” and the disclosure that Eve does not expect
to obtain type certification for its first eVTOL until 2025.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 144, 145 and 211.

 Interests of Zanite’s Directors and Officers in the Business
Combination, page 136

21.
 Please revise the conflicts of interest discussion so that it highlights all material interests in the
transaction held by the sponsor and the company’s officers and directors. This could include fiduciary or contractual obligations to other entities as well as any interest in, or affiliation with, the target company. In addition, please clarify
how the board considered those conflicts in negotiating and recommending the business combination.

 Response:

 In response to the Staff’s comment, the Company has revised the disclosures on pages xxii, 18, 59 to 60, 149 and 185 to 186.

22.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that de

United States securities and exchange commission logo
January 26, 2022
Steven Rosen
Co-Chief Executive Officer
Zanite Acquisition Corp.
25101 Chagrin Boulevard Suite 350
Cleveland, Ohio 44122
Re:Zanite Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed December 30, 2021
File No. 001-39704
Dear Mr. Rosen:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
2.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
3.Please highlight the material risks to public warrant holders, including those arising from

 FirstName LastNameSteven Rosen
 Comapany NameZanite Acquisition Corp.
 January 26, 2022 Page 2
 FirstName LastNameSteven Rosen
Zanite Acquisition Corp.
January 26, 2022
Page 2
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
4.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
5.We note that you plan to issue shares of common stock assuming the Business
Combination Proposal is approved. Please advise us of the exemption from the Securities
Act that you are relying upon and provide an analysis supporting the use of such
exemption.
Summary of the Proxy Statement, page 1
6.We note your disclosure that Zanite has agreed to issue to the Strategic Investors new
warrants in connection with the achievement of certain UAM Business milestones. Please
disclose the UAM Business milestones.
7.Please include disclosure regarding potential dilution related to the issuance of warrants to
PIPE investors.
The Proposed Charter includes a forum selection clause, page 65
8.We note your disclosure that the federal district courts of the United States of America
will be the sole and exclusive forum for the resolution of any complaint asserting a cause
of action arising under federal securities laws.  Please revise this disclosure so that it is
consistent with Article XII(B) of the Proposed Charter.
Unaudited Pro Forma Condensed Combined Financial Information, page 78
9.We note that Embraer Aircraft Holding, Inc. ("EAH") has entered into put option
agreements with certain strategic PIPE investors to provide "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."  Please tell us
how you plan to account for this feature, including reference to the technical guidance that
supports your accounting and presentation.  Also tell us how you determined this
agreement should not be reflected in your pro forma financial statements.
10.Pursuant to the Tax Receivable Agreement, we note that Zanite Acquisition Corp. will pay
EAH 75% of certain net tax savings realized, or deemed realized, in periods after the
closing of the business combination.  We further note that under the Tax Sharing
Agreement, Zanite will provide payments to EAH based on the increase to the parent's
income tax liability as a result of being a member of a consolidated group for tax
purposes.  Please tell us and clearly disclose your anticipated accounting treatment for
these agreements.  Such disclosure should clarify for investors their impact on your

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January 26, 2022
Page 3
balance sheet and statement of operations and include, but not necessarily be limited to, a
description of how you account for the initial recognition of the obligations, subsequent
changes in the measurement of the obligations, and the financial statement line items
impacted.  Quantify the related amounts or a range of amounts for the periods presented
and include pro forma adjustments reflecting the distributions or advise us why such
adjustments are not necessary.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 86
11.Within the pro adjustment (l) description, you disclose that new warrants to be issued
contingent upon certain future milestones are considered share-based payment awards
granted to nonemployees and are within the scope of ASC 606.  Please explain to us why
you account for these awards within the scope of ASC 606 as opposed to ASC 718.
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations, page 88
12.We note that pro forma adjustment (f) reflects the reclassification of public warrants from
liability to equity on your balance sheet.  Since your pro forma statements of operations
are giving effect to transactions as if they occurred on January 1, 2020, please remove the
related change in derivative fair values related to these warrants or explain why you do not
believe such adjustments are necessary.
Service Agreements, page 119
13.Please more clearly and separately describe the material terms of each Service Agreement,
including services provided, licenses, royalty terms, fees due, and termination.
Background of Business Combination, page 122
14.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, consideration, proposals
and counter-proposals and size of PIPE. In your revised disclosure, please explain the
reasons for the terms, each party's position on the issues, and how you reached agreement
on the final terms. Please also discuss the negotiations related to the material ancillary
agreements related to the business combination.
15.Please elaborate on what led to Zanite’s management team's initial meeting with Eve's
management team.
16.Please elaborate on what terms were revised in the February 23, 2021 draft of the
LOI. Please also discuss the changes made in the various amendments to the LOI.
Strategic Warrant, Lock-Up Agreements and Put Option Agreements, page 122
17.We note your disclosure that Zanite has agreed to issue to the Strategic Investors new
warrants to acquire an aggregate of 14,150,000 shares of common stock, which warrants
will be issued at the Closing or in connection with the achievement of certain UAM

 FirstName LastNameSteven Rosen
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Zanite Acquisition Corp.
January 26, 2022
Page 4
Business milestones following the Closing. Please revise to quantify the warrants that will
be issued at the Closing and the warrants that will be issued in connection with the
achievement of certain UAM Business milestones.
18.Please disclose the material terms of the put option agreements.
Projected Financial Information, page 133
19.We note your disclosure that the financial projections reflect estimates and assumptions.
Please revise to describe such estimates, matters and assumptions with greater specificity
and quantify where practicable. Please disclose any other information to facilitate investor
understanding of the basis for and limitations of these projections. Clearly describe the
basis for projecting this growth and the factors or contingencies that would affect such
growth ultimately materializing.
20.We note that the financial projections include projected revenue of $20.6 million for the
fiscal year 2024. Please reconcile this with the disclosure that you do not expect to
generate revenue "unless and until [you] obtain regulatory approval of and commercialize
[y]our first eVTOL" and the disclosure that Eve does not expect to obtain type
certification for its first eVTOL until 2025.
Interests of Zanite's Directors and Officers in the Business Combination, page 136
21.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors. This could
include fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company. In addition, please clarify how the board considered
those conflicts in negotiating and recommending the business combination.
22.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
INFORMATION ABOUT EVE, page 181
23.Please explain with greater specificity the material operations that Eve conducts separate
from the Master Services Agreements.
Executive Compensation, page 219
24.Please update your compensation disclosure as of the fiscal year ended December 31,
2021.
The UAM Business of Embraer S.A. Combined Financial Statements
3. Summary of Significant Accounting Policies

 FirstName LastNameSteven Rosen
 Comapany NameZanite Acquisition Corp.
 January 26, 2022 Page 5
 FirstName LastName
Steven Rosen
Zanite Acquisition Corp.
January 26, 2022
Page 5
Basis of Presentation, page F-60
25.We note that the UAM Business financial statements have been prepared on a carve-out
basis and reflect the allocation of direct and indirect expenses.  Please address the
following comments:

•Pursuant to Question 1 of SAB Topic 1.B.1, confirm that your historical financial
statements reflect all expenses that the parent incurred on your behalf.

•Since agreements with related parties are, by definition, not at arm’s length and may
be changed at any time, please disclose, when practicable, management’s estimate of
what your expenses would have been on a stand-alone basis, that is, the cost that
would have been incurred if you had operated as an unaffiliated entity.  Please
provide this disclosure for each year for which an income statement was required
when such basis produced materially different results.  See Question 2 of SAB Topic
1.B.1.  As part of your response, ensure that you tell us in greater detail the nature of
the expenses included in adjustment (dd) to your pro forma financial statements and
why none of those additional expenses should be reflected in your historical financial
statements.
Form of Warrant Agreement, page P-1
26.Please consider including more than one form of the warrant agreement given that there
are substantial differences in the provisions in your Strategic Warrant Agreements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Eiko Yaoita Pyles at (202) 551-3587 or Andrew Blume at (202) 551-
3254 if you have questions regarding comments on the financial statements and related
matters.  Please contact Bradley Ecker at (202) 551-4985 or Asia Timmons-Pierce at (202) 551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 Zanite Acquisition Corp.

25101 Chagrin Boulevard

 Suite 350

 Cleveland, Ohio 44122

November 12, 2020

 VIA EDGAR

 Anuja A. Majmudar

 Office of Energy &
Transportation

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Zanite Acquisition Corp.

 Registration Statement on Form S-1

 Filed October 22, 2020, as amended

 File No. 333-249618

Dear Sir or Madam:

 Pursuant to Rule 461 of the
rules and regulations promulgated under the Securities Act of 1933, as amended, Zanite Acquisition Corp. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:00 p.m. Washington D.C. time on November 16, 2020, or as soon thereafter as practicable.

 Please call Joel Rubinstein
at (212) 819-8642 or Daniel Nussen of White & Case LLP at (213) 620-7796 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

 Very truly yours,

 By:

 /s/ Steven H. Rosen

 Name:

 Steven H. Rosen

 Title:

 Co-Chief Executive Officer and Director

cc:
 Joel Rubinstein, White & Case LLP

 Daniel Nussen, White & Case LLP

 [Signature Page to
Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 November 12, 2020

 VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Energy & Transportation

100 F Street, NE

 Washington, D.C. 20549

Attn:    Anuja A. Majmudar, Attorney-Advisor

            Loan Lauren Nguyen, Legal Branch Chief

 Re:  Zanite Acquisition Corp.

       Registration Statement on Form
S-1

        Filed
October 22, 2020

        File
No. 333-249618

 Ladies and Gentlemen:

On behalf of our client, Zanite Acquisition Corp., a Delaware corporation (the “Company”), we are writing to submit the
Company’s responses to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced registration statement on Form S-1 filed on October 22, 2020 (the “Registration Statement”), contained in the Staff’s letter dated November 2, 2020 (the “Comment Letter”).

Each comment contained in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in
the responses set forth below refer to page numbers in Amendment No. 1 to the Registration Statement as filed on November 10, 2020 (“Amendment No. 1”). Capitalized terms used but not defined herein have the meanings set
forth in Amendment No. 1.

 Registration Statement on Form S-1 Filed October 22, 2020

Risk Factors, page 58

 Provisions in our amended and
restated certificate of incorporation and Delaware law may have

 the effect of discouraging lawsuits, page 58

1.
 You state here and on page 130 that the Court of Chancery and the federal district court for the District of
Delaware shall have concurrent jurisdiction. Please reconcile this statement with your additional disclosure on page 130 that “the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act against us or any of our directors, officers, other employees or agents.”

Response: The Company acknowledges the Staff’s comment and has revised its disclosure on pages 61 and 134 accordingly.

 United States Securities and Exchange Commission

November 12, 2020

 Management

Senior Advisor, page 103

2.
 We note that Mr. Sugar will serve as senior advisor and that you currently expect him to assist you in
sourcing and negotiating with potential business combination targets, although he has no written advisory agreement with you. We further note disclosure on page 80 that you may pay a finder’s fee for identifying an initial business combination
but “[i]n no event, however, will [y]our sponsor or any of [y]our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for
any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).” As it relates to your senior advisor, please disclose whether you intend to pay any
consulting fees or other compensation to Mr. Sugar.

 Response: The Company does not intend to pay any
consulting fees or any other compensation to Mr. Sugar and has revised its disclosure on pages 27, 84, 109, 115 and 120 accordingly.

* * *

 Please do not hesitate to
contact Joel Rubinstein at (212) 819-7642 or Daniel Nussen at (213) 620-7796 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

 /s/White & Case LLP

White & Case LLP

cc:
 Steven H. Rosen, Zanite Acquisition Corp.

CORRESP
1
filename1.htm

CORRESP

 November 12, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Anuja A. Majmudar

Re:
 Zanite Acquisition Corp.

 Registration Statement on Form S-1

 Filed October 22, 2020, as amended

 File No. 333-249618

Dear Sir or Madam:

 Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Zanite Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as
to permit it to become effective at 4:00 p.m. Washington D.C. time on November 16, 2020, or as soon thereafter as practicable.

 Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that approximately 40 copies of the Preliminary Prospectus dated November 12, 2020 are expected to be distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

 The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

 BTIG, LLC

 By:

 /s/ Joseph Passaro

 Name: Joseph Passaro

 Title: Managing Director

 [Signature Page to
Acceleration Request]

United States securities and exchange commission logo
November 2, 2020
Steven H. Rosen
Co-Chief Executive Officer
Zanite Acquisition Corp.
25101 Chagrin Boulevard
Suite 350
Cleveland, OH 44122
Re:Zanite Acquisition Corp.
Registration Statement on Form S-1
Filed October 22, 2020
File No. 333-249618
Dear Mr. Rosen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed October 22, 2020
Risk Factors
Provisions in our amended and restated certificate of incorporation and Delaware law may have
the effect of discouraging lawsuits, page 58
1.You state here and on page 130 that the Court of Chancery and the federal district court
for the District of Delaware shall have concurrent jurisdiction.  Please reconcile this
statement with your additional disclosure on page 130 that "the federal courts shall be the
exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act against us or any of our directors, officers, other employees or
agents."

 FirstName LastNameSteven H. Rosen
 Comapany NameZanite Acquisition Corp.
 November 2, 2020 Page 2
 FirstName LastName
Steven H. Rosen
Zanite Acquisition Corp.
November 2, 2020
Page 2
Management
Senior Advisor, page 103
2.We note that Mr. Sugar will serve as senior advisor and that you currently expect him to
assist you in sourcing and negotiating with potential business combination targets,
although he has no written advisory agreement with you. We further note disclosure on
page 80 that you may pay a finder's fee for identifying an initial business combination but
"[i]n no event, however, will [y]our sponsor or any of [y]our existing officers or directors,
or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or
other compensation by the company prior to, or for any services they render in order to
effectuate, the completion of our initial business combination (regardless of the type of
transaction that it is)." As it relates to your senior advisor, please disclose whether you
intend to pay any consulting fees or other compensation to Mr. Sugar.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Ethan Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Advisor,
at (202) 551-3844 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642, with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Daniel E. Nussen