SecProbe.io

November 12, 2024
Franklin Lim
Chief Financial Officer
Envirotech Vehicles, Inc.
1425 Ohlendorf Road
Osceola, AR 72370
Re:Envirotech Vehicles, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed March 28, 2024
Form 10-Q for the Fiscal Quarter Ended June 30, 2024
Filed August 14, 2024
Form 8-K Furnished October 22, 2024
File No. 001-38078
Dear Franklin Lim:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K Furnished October 22, 2024
General
We note your disclosure that effective March 31, 2023, you entered into a term sheet
with Maddox Defense, Inc. regarding a potential business combination transaction,
pursuant to which you would acquire a majority of the outstanding capital stock of
Maddox Defense in exchange for $102.5 million of shares and a promissory note in
the principal amount of approximately $11.4 million. We further note that you
recently appointed the Chief Executive Officer and Chief Operating Officer of
Maddox Defense as your President and Chief Operating Officer, respectively. Please
address the following comments:

Provide us with a status update regarding the Maddox Defense business •1.

November 12, 2024
Page 2
combination. In addition, we note from your Form 8-K furnished on November 5,
2024 that you acquired 100% of Maddox Industries, LLC. Clarify whether or not
such acquisition concludes your anticipated merger activity with Maddox
Defense.
•Tell us your proposed accounting treatment for the merger, including whether or
not it represents a common control reorganization or reverse merger and how you
identified the accounting acquirer pursuant to ASC 805-10-25-5 and ASC 805-10-
55-10 through -15. Also tell us how you assessed your planned business
combinations for the existence of any predecessors.
Form 10-K for the Fiscal Year Ended December 31, 2023
Report of Independent Registered Public Accounting Firm, page 44
2.We note that your auditor did not reference the requirement to be independent in
accordance with the applicable rules and regulations of the SEC. Please ensure your
auditor revises its audit report accordingly in future filings. Refer to PCAOB Auditing
Standard 3101.09(g) for guidance.
Exhibits 31.1 and 31.2, page 74
3.Your Exhibit 31 certifications exclude the language referring to internal control over
financial reporting that should appear in the introductory sentence of paragraph
4. Please revise your certifications in future filings to include the requisite language.
Refer to Item 601(b)(31) of Regulation S-K for guidance.
Form 10-Q for the Fiscal Quarter Ended June 30, 2024
Exhibit 32.2, page 23
4.Your Exhibit 32.2 certification references your predecessor Chief Financial Officer
and Treasurer in the first paragraph. Please revise the certification accordingly in
future filings.
            In closing, 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.
            Please contact Stephany Yang at 202-551-3167 or Andrew Blume at 202-551-3254
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing