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                               August 10, 2022

       Fl  via 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.
 Fl  via 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.



FirstName LastNameFl  via Pavie                                 Sincerely,
Comapany NameEve Holding, Inc.
                                                               Division of
Corporation Finance
August 10, 2022 Page 2                                         Office of
Manufacturing
FirstName LastName