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                              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
 Steven Rosen
FirstName  LastNameSteven Rosen
Zanite Acquisition Corp.
Comapany
January 26,NameZanite
            2022       Acquisition Corp.
January
Page 2 26, 2022 Page 2
FirstName LastName
         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
 Steven Rosen
FirstName  LastNameSteven Rosen
Zanite Acquisition Corp.
Comapany
January 26,NameZanite
            2022       Acquisition Corp.
January
Page 3 26, 2022 Page 3
FirstName LastName
         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
 Steven Rosen
FirstName  LastNameSteven Rosen
Zanite Acquisition Corp.
Comapany
January 26,NameZanite
            2022       Acquisition Corp.
January
Page 4 26, 2022 Page 4
FirstName LastName
         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
 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.



FirstName LastNameSteven Rosen                                  Sincerely,
Comapany NameZanite Acquisition Corp.
                                                                Division of
Corporation Finance
January 26, 2022 Page 5                                         Office of
Manufacturing
FirstName LastName