SEC Company Response from Envirotech Vehicles, Inc. (EVTV) (CIK 0001563568) (AZIO) — Jan 4, 2018
Envirotech Vehicles, Inc. (EVTV) (CIK 0001563568)
Date: Jan. 4, 2018 · CIK: 0001563568 · Accession: 0001171843-18-000151
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File numbers found in text: 333-220983
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CORRESP
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K&L Gates LLP
1 Park Plaza
Twelfth Floor
Irvine, CA 92614
T +1 949 253 0900 F +1 949 253 0902 klgates.com
January 4, 2018
VIA EDGAR AND OVERNIGHT DELIVERY
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Attn: J. Nolan McWilliams, Attorney-Advisor
Re:
ADOMANI, Inc.
Amendment No. 2 to Registration Statement on Form S-1; Amendment No. 3
Filed January 4, 2018
File No. 333-220983
Ladies and Gentlemen:
ADOMANI, Inc. (the “Company”)
hereby provides the following information in response to the comments received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the Company dated January
3, 2018 (the “Comment Letter”) with respect to the above-referenced Amendment No. 2 to the Registration Statement
on Form S-1 (the “Registration Statement”). The Company’s responses are preceded by a reproduction of
the corresponding Staff comments in italics as set forth in the Comment Letter.
In addition, we are concurrently filing with
the Commission via EDGAR Amendment No. 3 (“Amendment No. 3”) to the Registration Statement.
Exhibit 5.1
1. Please have counsel opine on the legality of the issuance of the units and of the warrants under
the laws governing the units and warrants. For guidance, refer to sections II.B.1.f and II.B.1.h of Staff Legal Bulletin No. 19
(Oct. 14, 2011).
Company Response: The Company
respectfully acknowledges the Staff’s comment and confirms that its counsel has opined on the legality of the issuance of
the units and warrants under applicable laws in Exhibit 5.1 to Amendment No. 3.
****************
If you have any questions or comments concerning
these responses, please do not hesitate to call me at (949) 623-3519 or email me at Michael.Hedge@klgates.com.
Sincerely,
/s/ Michael A. Hedge
K&L Gates LLP
Michael A. Hedge
cc:
Tonya K. Aldave, U.S. Securities and Exchange Commission
Effie Simpson, U.S. Securities and Exchange Commission
Jean Yu, U.S. Securities and Exchange Commission
James L. Reynolds, ADOMANI, Inc.
Michael K. Menerey, ADOMANI, Inc.
Matthew A. Susson, K&L Gates LLP
Andrew D. Thorpe, Orrick, Herrington & Sutcliffe LLP
Melissa V. Frayer, Orrick, Herrington & Sutcliffe LLP
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