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
 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.



FirstName LastNameSteven Rosen                              Sincerely,
Comapany NameZanite Acquisition Corp.
                                                            Division of
Corporation Finance
April 5, 2022 Page 2                                        Office of
Manufacturing
FirstName LastName