United States securities and exchange commission logo





                            January 4, 2023

       Fl  via 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 Fl  via 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                                                        comments are no longer
applicable.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.
 Fl  via Pavie
FirstName  LastNameFl  via Pavie
Eve Holding, Inc.
Comapany
January    NameEve Holding, Inc.
        4, 2023
January
Page 2 4, 2023 Page 2
FirstName LastName
       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