SecProbe.io

October 11, 2019
Fraser Atkinson
Chief Executive Officer
GreenPower Motor Company Inc.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:GreenPower Motor Company, Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 27, 2019
CIK 0001584547
Dear Mr. Atkinson:
            We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted September 27, 2019
Plan of Operations, page 23
1.We note that you disclose your plans to build a manufacturing facility, and disclose that
you are in the process of obtaining building permits to commence construction of the
facility.  Please disclose the timeline for your plan to commence such construction.  In that
regard, we note your response to prior comment 5.
Employment, Consulting and Management Agreements, page 48
2.We note your disclosure on page 48 that you entered into a management services
agreement with Koko Financial Services, Inc., pursuant to which such company's
designated personnel is to be engaged by your company "with the duties set out in the

 FirstName LastNameFraser Atkinson
 Comapany NameGreenPower Motor Company Inc.
 October 11, 2019 Page 2
 FirstName LastName
Fraser Atkinson
GreenPower Motor Company Inc.
October 11, 2019
Page 2
management services agreement."  Please revise to describe such duties.  In that regard,
we note that you have omitted the schedule from the management services agreement filed
as Exhibit 10.1.
Share Ownership, page 52
3.Where you disclose the beneficial ownership of your common shares, please include
common shares that the person has the right to acquire within 60 days by option or other
agreement.  Refer to the definition of "beneficial owner" in General Instruction F of Form
20-F.  For example, where you quantify the beneficial ownership of your common shares
by Fraser Atkinson on pages 52 and 57, it does not appear that you have included all
common shares that he has the right to acquire within 60 days pursuant to options,
warrants, or convertible debentures.
            You may contact Aamira Chaudhry at 202-551-3389 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dana Brown at 202-551-3859 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing