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Correspondence 0001731122-23-002018 from Forza X1, Inc. (FRZA) (CIK 0001901305)

Forza X1, Inc. (FRZA) (CIK 0001901305)
Date: Nov. 1, 2023 · CIK: 0001901305 · Accession: 0001731122-23-002018

AI Filing Summary & Sentiment

File numbers found in text: 333-274925

Referenced dates: October 26, 2023

Date
November 1, 2023
Author
/s/ Leslie Marlow
Form
CORRESP
Company
Forza X1, Inc. (FRZA) (CIK 0001901305)

Letter

VIA EDGAR United States Securities Division of Corporation Finance Attention: Eranga Dias Re: Forza X1, Inc. Registration Statement on Form S-3 Filed October 10, 2023 File No. 333-274925

Dear Ms. Dias:

On behalf of our client, Forza X1, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated October 26, 2023 (the “Comment Letter”), relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). We are concurrently submitting via EDGAR a revised draft of the Registration Statement (“Revised Registration Statement No. 1”).

Set forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s response to that comment, including, where applicable, a cross-reference to the location of changes made in the Revised Registration Statement No. 1 in response to the Staff’s comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such terms in the Revised Registration Statement No. 1.

Registration Statement on Form S-3 filed October 10, 2023

General

1. We note that you have not specifically incorporated by reference the Form 8-K filed on October 6, 2023. Please amend to incorporate this Form 8-K by reference or tell us why you are not required to do so.

Response: We have revied the Form S-3 to incorporate the Form 8-K filed on October 6, 2023 as well as the Form 8-K filed on October 13, 2023.

* * *

If you have any questions or need additional information, please contact the undersigned at (212) 907-6457 or (516) 496-2223.

Sincerely,
/s/ Leslie Marlow

Show Raw Text
CORRESP
1
filename1.htm

1271
Avenue of the Americas | New York, New York 10020

Blankrome.com

Phone:
(212) 885-5362

Fax:
(917) 332-3832

Email:
hank.gracin@blankrome.com

November 1, 2023

VIA EDGAR

United States Securities

and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Eranga Dias

Re:         	Forza
X1, Inc.

Registration Statement on Form S-3

Filed October 10, 2023

File No. 333-274925

Dear Ms. Dias:

On behalf of our client, Forza
X1, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) contained in its letter dated October 26, 2023 (the “Comment
Letter”), relating to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).
We are concurrently submitting via EDGAR a revised draft of the Registration Statement (“Revised Registration Statement No. 1”).

Set forth below in bold are comments
from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Staff’s
Comment Letter and includes the caption used in the Comment Letter. Immediately following each comment is the Company’s response
to that comment, including, where applicable, a cross-reference to the location of changes made in the Revised Registration Statement
No. 1 in response to the Staff’s comment. Defined terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Revised Registration Statement No. 1.

Registration Statement on Form S-3 filed October 10, 2023

General

 1. We note that you have not specifically incorporated by reference the Form 8-K filed on October 6, 2023. Please amend to incorporate
this Form 8-K by reference or tell us why you are not required to do so.

Response: We have revied the Form S-3 to incorporate the
Form 8-K filed on October 6, 2023 as well as the Form 8-K filed on October 13, 2023.

* * *

If you have any questions or need
additional information, please contact the undersigned at (212) 907-6457 or (516) 496-2223.

  Sincerely,

  /s/ Leslie Marlow

  Leslie Marlow