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SEC Company Response from Workhorse Group Inc. (WKHS) (CIK 0001425287) (WKHS) — Dec 20, 2016

Workhorse Group Inc. (WKHS) (CIK 0001425287)
Date: Dec. 20, 2016 · CIK: 0001425287 · Accession: 0001213900-16-019555

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File numbers found in text: 333-213100

Date
December 20, 2016
Author
Julio Rodriguez
Form
CORRESP
Company
Workhorse Group Inc. (WKHS) (CIK 0001425287)

Letter

Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio 45140

513-360-4704

December 20, 2016

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams, Attorney-Advisor

John Stickel

Re: Workhorse Group Inc.

Registration Statement on Form S-3

File No. 333-213100

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse Group Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 3:00 p.m., Washington, D.C. time, on Friday December 23, 2016, or as soon thereafter as possible. Once the registration statement has been declared effective, please orally confirm that event with our counsel, Fleming PLLC, by calling Stephen Fleming, Esq., at (516) 833-5034.

The Company hereby acknowledges the following:

• that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter.

WORKHORSE GROUP INC.

By: /s/ Julio Rodriguez

Name: Julio Rodriguez

Title: Chief Financial Officer

cc: Stephen M. Fleming, Esq.

Fleming PLLC

Show Raw Text
CORRESP
1
filename1.htm

Workhorse Group Inc.

100 Commerce Drive

Loveland, Ohio  45140

513-360-4704

December 20, 2016

VIA
EDGAR

United
States Securities

and Exchange
Commission

100 F
Street, N.E.

Washington, D.C. 20549

Attention: J. Nolan McWilliams, Attorney-Advisor

   John Stickel

    Re:
    Workhorse
Group Inc.

Registration Statement on Form S-3

File
No. 333-213100

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Workhorse
Group Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to
above be accelerated so that it will become effective at 3:00 p.m., Washington, D.C. time, on Friday December 23, 2016, or as
soon thereafter as possible. Once the registration statement has been declared effective, please orally confirm that event with
our counsel, Fleming PLLC, by calling Stephen Fleming, Esq., at (516) 833-5034.

The Company hereby
acknowledges the following:

 • that
                                         should the Commission or the staff, acting pursuant to delegated authority, declare the
                                         filing effective, it does not foreclose the Commission from taking any action with respect
                                         to the filing;

 • the
                                         action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                         the filing effective, does not relieve the Company from its full responsibility for the
                                         adequacy and accuracy of the disclosure in the filing; and

 • the
                                         Company may not assert staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

Thank
you for your assistance in this matter.

    WORKHORSE GROUP INC.

    By:
/s/ Julio Rodriguez

    Name: Julio Rodriguez

    Title:
Chief Financial Officer

    cc:
    Stephen M. Fleming, Esq.

Fleming PLLC