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                               April 26, 2023

       Gianluca Tagliabue
       Chief Operating Officer and Chief Financial Officer
       Ermenegildo Zegna N.V.
       Viale Roma 99/100
       13835 Valdilana loc. Trivero
       Italy

                                                        Re: Ermenegildo Zegna
N.V.
                                                            Registration
Statement on Form F-3
                                                            Filed on April 6,
2023
                                                            File No. 333-271155

       Dear Gianluca Tagliabue:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 F-3, Filed on April 6, 2023

       Cover page

   1.                                                   For each of the
ordinary shares being registered for resale, please disclose the price that
                                                        the selling
securityholders paid for such shares.
   2.                                                   We note the significant
number of redemptions of your ordinary shares in connection with
                                                        your business
combination and that the ordinary shares being registered for resale will
                                                        constitute a
considerable percentage of your public float. We also note that most of the
                                                        ordinary shares being
registered for resale were purchased by the selling securityholders
                                                        for prices considerably
below the current market price of the ordinary shares. Please
                                                        highlight the
significant negative impact sales of ordinary shares on this registration
 Gianluca Tagliabue
FirstName   LastNameGianluca Tagliabue
Ermenegildo   Zegna N.V.
Comapany
April       NameErmenegildo Zegna N.V.
       26, 2023
April 226, 2023 Page 2
Page
FirstName LastName
         statement could have on the public trading price of the ordinary
shares.
Risk Factors, page 5

3.       We note you discuss, incorporated by reference from page 27 of your
Form 20-F, risks
         that you incurred and will incur significant costs in connection with
the business
         combination, including the transition to becoming a public company.
Please revise to
         update this risk factor given that the business combination was
completed more than 16
         months ago.
4.       We note you discuss, incorporated by reference from page 26 of your
Form 20-F, that the
         price of your ordinary shares may fluctuate in case of substantial
sales of your ordinary
         shares by shareholders. Please revise to elaborate or include an
additional risk factor
         highlighting the negative pressure potential sales of ordinary shares
pursuant to this
         registration statement could have on the public trading price of the
ordinary shares. To
         illustrate this risk, disclose the purchase price of the securities
being registered for resale
         and the percentage that these ordinary shares currently represent of
the total number of
         ordinary shares outstanding. Also disclose that the private investors
have an incentive to
         sell because they will profit on sales because of the lower price that
they purchased their
         ordinary shares than the public investors. Finally, your discussion
should highlight the
         fact that Monterubello s.s., a beneficial owner of over 60% of your
outstanding ordinary
         shares, will be able to sell all of its ordinary shares for so long as
the registration statement
         of which this prospectus forms a part is available for use.
General

5.       Please revise your prospectus to disclose the price that each selling
securityholder paid for
         the ordinary shares being registered for resale. Highlight any
differences in the current
         trading price, the prices that the private placement investors, PIPE
investors and other
         selling securityholders acquired their ordinary shares, and the price
that the public
         securityholders acquired their ordinary shares. Disclose that while
the private placement
         investors, PIPE investors and other selling securityholders 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 ordinary shares 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.
Lastly, please include
         appropriate risk factor disclosure.
6.       Please discuss, to the extent you are likely to have to seek
additional capital, the effect of
         this offering on the company   s ability to raise additional capital.
Please include
         appropriate risk factor disclosure.
        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.
 Gianluca Tagliabue
Ermenegildo Zegna N.V.
April 26, 2023
Page 3

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Jenny O'Shanick at 202-551-8005 or Geoffrey Kruczek at
202-551-
3641 with any questions.



                                                           Sincerely,
FirstName LastNameGianluca Tagliabue
                                                           Division of
Corporation Finance
Comapany NameErmenegildo Zegna N.V.
                                                           Office of
Manufacturing
April 26, 2023 Page 3
cc:       Scott Miller
FirstName LastName