Security

Type

Security

Class

Title

Fee
Calculation

or Carry

Forward

Rule

Amount

Registered⁽¹⁾

Proposed

Maximum

Offering

Price Per

Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Newly Registered Securities

Fees

to be

Paid

Primary Offering:

Common Stock, par value $0.001 per share

Secondary Offering:

Common Stock, par value $0.001 per share

Fees

previously

paid

Primary Offering:

Common Stock, par value $0.001 per share

Secondary Offering:

Common Stock, par value $0.001 per share

Secondary Offering:

Warrants to purchase Common Stock

Carry Forward Securities

Carry

Forward

Securities

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The price shown is the average of the high and low selling price of the common stock on January 6, 2023, as reported on the New York Stock Exchange.

Consists of up to 66,845,072 shares of common stock, comprising (i) the shares of common stock, par value $0.001 per share, that may be issued upon exercise of 11,500,000 outstanding public warrants that were issued to stockholders in connection with the IPO, (ii) the shares of common stock that may be issued upon exercise of 14,250,000 outstanding private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement, and (iii) up to 41,095,072 shares of common stock that may be issued upon exercise of new warrants that have been issued or are issuable, subject to triggering events, to United and certain Strategic PIPE Investors.

Consists of up to 319,264,425 shares of common stock registered for resale by the Selling Securityholders, comprising (i) 220,000,000 shares of common stock issued in connection with the business combination, (ii) 35,730,000 shares of common stock issued to certain qualified institutional buyers and accredited investors in private placements consummated in connection with the business combination, (iii) 5,750,000 shares of common stock that were converted in connection with the business combination on a one-to-one basis from Zanite Class B common stock, (iv) 260,000 shares of common stock underlying restricted stock units granted to certain directors and an officer of Eve Holding, (v) 140,000 restricted shares of common stock granted to an officer of Eve Holding, (vi) up to 14,250,000 shares of common stock that may be issued upon exercise of private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement, (vii) up to 41,095,072 shares of common stock that may be issued upon exercise of new warrants that have been issued or are issuable, subject to triggering events, to United and certain Strategic PIPE Investors and (viii) 2,039,353 shares of common stock issued to United in a private placement consummated on September 6, 2022.

Consists of 14,250,000 private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement.

In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of common stock underlying the warrants, and no separate fee is payable for the warrants.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The price shown is the average of the high and low selling price of the common stock on May 24, 2022, as reported on the New York Stock Exchange.

Consists of up to 61,400,000 shares of common stock, comprising (i) the shares of common stock, par value $0.001 per share, that may be issued upon exercise of 11,500,000 outstanding public warrants that were issued to stockholders in connection with the IPO, (ii) the shares of common stock that may be issued upon exercise of 14,250,000 outstanding private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement, and (iii) up to 35,650,000 shares of common stock that may be issued upon exercise of new warrants that have been issued or are issuable, subject to triggering events, to certain Strategic PIPE Investors.

Consists of up to 311,780,000 shares of common stock registered for resale by the Selling Securityholders, comprising (i) 220,000,000 shares of common stock issued in connection with the business combination, (ii) 35,730,000 shares of common stock issued to certain qualified institutional buyers and accredited investors in private placements consummated in connection with the business combination, (iii) 5,750,000 shares of common stock that were converted in connection with the business combination on a one-to-one basis from Zanite Class B common stock, (iv) 260,000 shares of common stock underlying restricted stock units granted to certain directors and an officer of Eve Holding, (v) 140,000 restricted shares of common stock granted to an officer of Eve Holding, (vi) up to 14,250,000 shares of common stock that may be issued upon exercise of private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement, and (vii) up to 35,650,000 shares of common stock that may be issued upon exercise of new warrants that have been issued or are issuable, subject to triggering events, to certain Strategic PIPE Investors.