SecProbe.io

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 adom20250815_corresp.htm

 Envirotech Vehicles, Inc.

 August 18, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Acceleration Request for Envirotech Vehicles, Inc. Registration Statement on Form S-3 filed August 6, 2025 (File No. 333-289328)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Envirotech Vehicles, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective at 4:30 p.m., Eastern Time, on August 20, 2025, or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, K&L Gates LLP, by calling Michael A. Hedge at (949) 623-3519.

 Very truly yours,

 Envirotech Vehicles, Inc.

 By:

 /s/ Jason Maddox

 Name: Jason Maddox

 Title: President and Interim Chief Financial Officer

 cc:

 Michael A. Hedge, Esq.

 K&L Gates LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Jason Maddox
Chief Executive Officer
Envirotech Vehicles, Inc.
7510 Ardmore Street
Houston, TX 77054

 Re: Envirotech Vehicles, Inc.
 Registration Statement on Form S-3
 Filed August 6, 2025
 File No. 333-289328
Dear Jason Maddox:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2025

Phillip Oldridge
Chief Executive Officer
Envirotech Vehicles, Inc.
7510 Ardmore Street
Houston, TX 77054

 Re: Envirotech Vehicles, Inc.
 Registration Statement on Form S-1
 Filed May 22, 2025
 File No. 333-287531
Dear Phillip Oldridge:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 adom20250527_corresp.htm

 Envirotech Vehicles, Inc.

 May 27, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Acceleration Request for Envirotech Vehicles, Inc. Registration Statement on Form S-1 filed May 22, 2025 (File No. 333-287531)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Envirotech Vehicles, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement (the “Registration Statement”) be declared effective at 4:30 p.m., Eastern Time, on May 29, 2025, or as soon thereafter as is practicable.

 Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, K&L Gates LLP, by calling Michael A. Hedge at (949) 623-3519.

 Very truly yours,

 Envirotech Vehicles, Inc.

 By:
 /s/ Jason Maddox

 Name: Jason Maddox

 Title: President and Interim Chief Financial Officer

 cc:

 Michael A. Hedge, Esq.

 K&L Gates LLP

CORRESP
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	adom20241210_corresp.htm

Envirotech Vehicles, Inc.

December 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Re:  Acceleration Request for Envirotech Vehicles, Inc. Registration Statement on Form S-1/A filed December 6, 2024 (File No. 333-282961)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Envirotech Vehicles, Inc. hereby requests that the effective date and time for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on December 11, 2024, or as soon thereafter as is practicable.

			Very truly yours,

			Envirotech Vehicles, Inc.

			By: /s/ Franklin Lim

			Name: Franklin Lim

			Title: Chief Financial Officer

			cc:

			Michael A. Hedge, Esq.

			K&L Gates LLP

December 4, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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			Envirotech Vehicles, Inc.

			1425 Ohlendorf Rd., Osceola, AR 72370

			(870) 970-3355

November 26, 2024

By EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, DC 20549

			Attention:

			Stephany Yang

			Andrew Blume

			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 Ms. Yang and Mr. Blume:

Envirotech Vehicles, Inc. (the “Company”) is responding to the comment letter dated November 12, 2024 from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the above-referenced filing. For your convenience, we have reproduced the Staff’s comments below in bold, followed by the Company’s response.

Form 8-K Furnished October 22, 2024 General

			1.

			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 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

			1425 Ohlendorf Rd

			Osceola, AR 72370 USA

			Office (870) 970 – 3355

			www.evtvusa.com

			Envirotech Vehicles, Inc.

			1425 Ohlendorf Rd., Osceola, AR 72370

			(870) 970-3355

The Company respectfully advises the Staff that the transaction contemplated by the membership interest purchase agreement, dated October 30, 2024 (the “Purchase Agreement”), by and among the Company, Maddox Industries, LLC (“Maddox Industries”) and Jason Maddox, pursuant to which the Company will acquire the outstanding membership interests of Maddox Industries (the “Maddox Industries Acquisition”), as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024, is the result of negotiations among the parties that began with the term sheet with Maddox Defense, Inc. (“Maddox Defense”) publicly disclosed by the Company in April 2023 (the “Term Sheet”). Pursuant to the terms of the Purchase Agreement, at the closing of the Maddox Industries Acquisition (the “Closing”), the Company will issue 3,100,000 shares of the Company’s common stock to Jason Maddox, the sole member of Maddox Industries (subject to a cap of 19.99% of the outstanding shares of the Company’s common stock as of immediately prior to the Closing) (the “Stock Consideration”) and, during the six-month period following the Closing, Jason Maddox will be eligible to receive cash payments in an aggregate amount of up to $1 million based on the gross revenue received by Maddox Industries in respect of specified receivables outstanding as of Closing (the “Earnout Cash Consideration”).

Maddox Industries is a separate entity from Maddox Defense, each being wholly owned by Jason Maddox. Accordingly, the Maddox Industries Acquisition will not involve Maddox Defense, and the Company confirms that it does not expect to engage in any merger activity with Maddox Defense following the Closing.

			●

			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.

The Company respectfully submits that the Maddox Industries Acquisition does not represent a common control reorganization as there is no common ownership of Maddox Industries and the Company, and that Maddox Industries is not ultimately controlled by the Company before and after the Closing. In reaching this conclusion, the Company evaluated the transaction pursuant to the guidance under ASC 805-50-15-6, which provides examples of the types of transactions that qualify as common control transactions. Even though the examples provided are not all-inclusive, the examples provided do not reflect the Maddox Industries Acquisition.

			1425 Ohlendorf Rd

			Osceola, AR 72370 USA

			Office (870) 970 – 3355

			www.evtvusa.com

			Envirotech Vehicles, Inc.

			1425 Ohlendorf Rd., Osceola, AR 72370

			(870) 970-3355

The Company respectfully submits that, after careful consideration of the facts and circumstances, the Maddox Industries Acquisition is not a reverse merger pursuant to ASC 805-10-25-5 and ASC 805-10-55-10 through -15, primarily due to the fact that Maddox Industries will not control the Company after the Closing.

In order to determine the acquirer, the Company considered the guidance in ASC 805-10-25-5 which provides that the guidance in the General Subsections of Subtopic 810-10 related to determining the existence of a controlling financial interest shall be used to identify the acquirer (i.e., the entity that obtains control of the acquiree). ASC 810-10-15-8 states that a controlling financial interest can typically be determined by the ownership of a majority voting interest, but in some circumstances control does not rest with the majority owner. After the Closing, the Company will own a 100% controlling financial interest in Maddox Industries and directors appointed by the stockholders of the Company will constitute 100% of the Board of Directors of the combined entity.

The Company also considered the guidance in ASC 805-10-55-10 through -15 as follows:

ASC 805-10-55-12 states:

In a business combination effected primarily by exchanging equity interest, the acquirer usually is the entity that issues its equity interests. … Other pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by exchanging equity interest, including the following:

a. The relative voting rights in the combined entity after the business combination.

b. The existence of a large minority voting interest in the combined entity of no other owner or organized group of owners has a significant voting interest.

c. The composition of the governing body of the combined group.

d. The composition of the senior management of the combined entity.

e. The terms of the exchange of equity interests.

			1425 Ohlendorf Rd

			Osceola, AR 72370 USA

			Office (870) 970 – 3355

			www.evtvusa.com

			Envirotech Vehicles, Inc.

			1425 Ohlendorf Rd., Osceola, AR 72370

			(870) 970-3355

In consideration for 100% of the outstanding membership interests in Maddox Industries, the Company will issue to Jason Maddox, the sole member of Maddox Industries, the Stock Consideration. As to ASC 805-10-55-12 a., the Company will have all the voting rights of the combined entity because it will own 100% of the outstanding membership interests in Maddox Industries. This identifies the Company as the acquirer and the general requirement of ASC 805-10-55-12 is fulfilled.

In reviewing the ASC 805-10-55-12 b. requirement, Jason Maddox will own approximately 19.9% of the common stock of the combined entity. Phillip Oldridge, CEO and Chairman of the Board of Directors of the Company and Gerald Conrod, a private investor of the Company, will still maintain significant ownership of the Company (2,046,187 shares of common stock and 3,073,043 shares of common stock, respectively, as of October 16, 2024, based on the Company’s definitive proxy statement for its 2024 Annual Meeting of Stockholders filed with the SEC on October 30, 2024).

The composition of the Company’s Board of Directors will not change as a result of the Maddox Industries Acquisition.

As to ASC 805-10-55-12 d., senior management of the Company will continue in its role with Phillip Oldridge and Franklin Lim continuing as the Company’s CEO and CFO, respectively, and will assume a supervisory role over Maddox Industries management and provide the overall management of the combined entity. However, it is noted that, in connection with the Maddox Industries Acquisition, effective as of October 16, 2024, Jason Maddox, the Chief Executive Officer and sole member of Maddox Industries, was appointed as the President of the Company. This position reports to the Company’s CEO.

The Stock Consideration to be paid by the Company in the Maddox Industries Acquisition equals approximately $4,340,000 (based on the closing price of the Company’s common stock as of November 22, 2024), which is approximately 19% of the total assets of the Company, thus demonstrating that the Company is the acquirer as contemplated in ASC 805-10-55-12 e. In addition, pursuant to the Purchase Agreement, Jason Maddox will be eligible to receive the Earnout Cash Consideration, which will be contingent upon the gross revenue received by Maddox Industries in respect of specified receivables outstanding as of Closing.

ASC 805-10-55-13 states:

The acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities.

The Company has more assets than Maddox Industries and is significantly larger than Maddox Industries.

			1425 Ohlendorf Rd

			Osceola, AR 72370 USA

			Office (870) 970 – 3355

			www.evtvusa.com

			Envirotech Vehicles, Inc.

			1425 Ohlendorf Rd., Osceola, AR 72370

			(870) 970-3355

ASC 805-10-55-14 states:

In a business combination involving more than two entities, determining the acquirer shall include a consideration of, among other things, which of the combining entities initiated the combination, as well as the relative size of the combining entities, as discussed in the preceding paragraph.

The Company initiated the combination and was willing to pay in the form of cash and shares of the Company’s common stock equal in amount to the identifiable assets of Maddox Industries, less the liabilities of Maddox Industries.

Based on the factors identified above, the Company concluded that it is the accounting acquirer in the present Maddox Industries Acquisition. Following the Closing, the Company, as the acquirer, will record the investment in Maddox Industries at fair value in its financial statements as of the date of Closing. Any excess of the purchase price over the fair value of the net assets will be recorded as goodwill. These allocations will be based upon a valuation analysis that will be completed after the Closing. The consolidated financial statements of the Company will include the investment in Maddox Industries. The Company will remain a public reporting company after the date of the Closing, which is yet to be determined.

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.

The Company respectfully acknowledges the Staff’s comment and has discussed this comment with its auditor. The Company’s auditor will revise its audit report in future filings to reference the requirement to be independent in accordance with the applicable rules and regulations of the SEC.

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.

The Company respectfully acknowledges the Staff’s comment and will revise its Exhibit 31 certifications in future filings to include the requisite language referring to internal control over financial reporting in the introductory sentence of paragraph 4.

			1425 Ohlendorf Rd

			Osceola, AR 72370 USA

			Office (870) 970 – 3355

			www.evtvusa.com

			Envirotech Vehicles, Inc.

			1425 Ohlendorf Rd., Osceola, AR 72370

			(870) 970-3355

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.

The Company respectfully acknowledges the Staff’s comment and will revise the first paragraph of its Exhibit 32.2 certification in future filings to replace the reference to the Company’s former Chief Financial Officer and Treasurer with a reference to the Company’s then current principal financial officer (or equivalent thereof).

If you have any additional questions or comments, please contact our outside legal counsel, Michael A. Hedge of K&L Gates LLP at (949) 623-3519 or michael.hedge@klgates.com

			Very truly yours,

			/s/ Phillip Oldridge

			Phillip Oldridge

			Chief Executive Officer

cc: Michael A. Hedge, K&L Gates LLP

			1425 Ohlendorf Rd

			Osceola, AR 72370 USA

			Office (870) 970 – 3355

			www.evtvusa.com

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

November 8, 2024
Phillip Oldridge
Chief Executive Officer
Envirotech Vehicles, Inc.
1425 Ohlendorf Road
Osceola, AR 72370
Re:Envirotech Vehicles, Inc.
Registration Statement on Form S-1
File No. 333-282961
Filed November 1, 2024
Dear Phillip Oldridge:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

May 24, 2019
Michael K. Menerey
Chief Financial Officer
ADOMANI, INC.
4740 Green River Road, Suite 106
Corona, California 92880
Re:ADOMANI, INC.
Form 10-K for the Year Ended December 31, 2018
Filed February 19, 2019
File No. 001-38078
Dear Mr. Menerey:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

May 17, 2019
Michael K. Menerey
Chief Financial Officer
ADOMANI, INC.
4740 Green River Road, Suite 106
Corona, California 92880
Re:ADOMANI, INC.
Form 10-K for the Year Ended December 31, 2018
Filed February 19, 2019
File No. 001-38078
Dear Mr. Menerey:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment 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 our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2018
Exhibits 31.1 and 31.2, page 1
1.We note that paragraph 4 of exhibits 31.1 and 31.2 is missing the introductory language
referring to internal control over financial reporting as set forth in Item 601(b)(31) of
Regulation S-K, as well as subparagraph (b) which indicates that you have "designed such
internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles."  Please file a form
10-K/A containing the cover page, explanatory note, signature page and paragraphs 1, 2,
4, and 5 of the Section 302 certifications to correct this error.  Refer to guidance in the
Commission’s Compliance & Disclosure Interpretations for Regulation S-K, No. 246.13.
Your Form 10-Q for the Quarter Ended March 31, 2019 should be similar amended.
            In closing, we remind you that the company and its management are responsible for the

 FirstName LastNameMichael K. Menerey
 Comapany NameADOMANI, INC.
 May 17, 2019 Page 2
 FirstName LastName
Michael K. Menerey
ADOMANI, INC.
May 17, 2019
Page 2
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Claire Erlanger at 202-551-3301 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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ADOMANI, Inc.

4740 Green River Road, Suite 106

Corona, California 92880

VIA EDGAR

November 1, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Attn:

        Ms. Julie Griffith

        Mr. John Dana Brown

    Re:
    ADOMANI, Inc.

Registration Statement on Form S-3

File No. 333-226871

    Acceleration Request

    Requested Date:
    November 2, 2018

    Requested Time:
    4:30 p.m. Eastern Time (or as soon thereafter as practicable)

Dear Ms. Griffith:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, ADOMANI, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-226871) to become effective at 4:30 p.m. Eastern Time on November 2, 2018,
or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call
to the staff of the Commission. The Registrant hereby authorizes K&L Gates LLP, counsel to the Company, to orally modify or
withdraw this request for acceleration.

The Registrant requests that it be notified
of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Michael A. Hedge at (949) 623-3519.

    Sincerely,

    ADOMANI, INC.

    By:
    /s/ Michael K. Menerey

    Michael K. Menerey

    Chief Financial Officer

 cc: James L. Reynolds, ADOMANI, Inc.

    Michael A. Hedge, K&L Gates LLP

    Matthew A. Susson, K&L Gates LLP

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ADOMANI, Inc.

4740 Green River Road, Suite 106

Corona, California 92880

VIA EDGAR

October 30, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Attn:

        Ms. Julie Griffith

        Mr. John Dana Brown

    Re:
    ADOMANI, Inc.

Withdrawal of Request for Acceleration of Effectiveness of Registration Statement on Form S-3

File No. 333-226871

Dear Ms. Griffith:

Reference is made to the letter of ADOMANI,
Inc., a Delaware corporation (the “Registrant”), filed as correspondence via EDGAR on October 25, 2018, in which
the Registrant requested the acceleration of the effective date of the above-referenced Registration Statement for 4:30 p.m. Eastern
Time on October 29, 2018, or as soon thereafter as practicable, pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended. The Registrant is no longer requesting that such Registration Statement be declared effective at this time and hereby
formally withdraws its request for acceleration of the effective date.

    Sincerely,

    ADOMANI, INC.

    By:
    /s/ Michael K. Menerey

    Michael K. Menerey

    Chief Financial Officer

 cc: James L. Reynolds, ADOMANI, Inc.

    Michael A. Hedge, K&L Gates LLP

    Matthew A. Susson, K&L Gates LLP

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ADOMANI, Inc.

4740 Green River Road, Suite 106

Corona, California 92880

VIA EDGAR

October 25, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Attn:

        Ms. Julie Griffith

        Mr. John Dana Brown

    Re:
    ADOMANI, Inc.

Registration Statement on Form S-3

File No. 333-226871

    Acceleration Request

    Requested Date:
    October 29, 2018

    Requested Time:
    4:30 p.m. Eastern Time (or as soon thereafter as practicable)

Dear Ms. Griffith:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, ADOMANI, Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-3 (File No. 333-226871) to become effective at 4:30 p.m. Eastern Time on October 29, 2018,
or as soon thereafter as practicable, or at such later time as the Registrant or its counsel may orally request via telephone call
to the staff of the Commission. The Registrant hereby authorizes K&L Gates LLP, counsel to the Company, to orally modify or
withdraw this request for acceleration.

The Registrant requests that it be notified
of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Michael A. Hedge at (949) 623-3519.

    Sincerely,

    ADOMANI, INC.

    By:
    /s/ Michael K. Menerey

    Michael K. Menerey

    Chief Financial Officer

 cc: James L. Reynolds, ADOMANI, Inc.

    Michael A. Hedge, K&L Gates LLP

    Matthew A. Susson, K&L Gates LLP

CORRESP
1
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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

October 10, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Julie Griffith

    John Dana Brown

    Re:
    ADOMANI, Inc.

    Registration Statement on Form S-3

    Filed August 16, 2018

    File No. 333-226871

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 September
6, 2018 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-3 (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. All page number references contained in the Company’s responses
below correspond to the page numbers in the Registration Statement.

Risk Factors, page 4

 1. We note your disclosure in the company’s Form 8-K filed on August 17, 2018 that the company
received notice of non-compliance with the Nasdaq requirements pertaining to the minimum bid price for listed stock pursuant to
Nasdaq Listing Rule 5550(a)(2). Please update your disclosure to include a Risk Factor which specifically addresses this risk,
in addition to the existing risk factor that discusses the risk of delisting generally.

Company Response: The Company
respectfully advises the Staff that it does not intend to offer and sell any securities pursuant to the Registration Statement
absent a prospectus supplement with respect to any such offering. As noted in “About this Prospectus” on page 1, each
time the Company offers and sells its securities under the Registration Statement, it will provide one or more prospectus supplements
that will contain specific information about the terms of the offering. The Company confirms and undertakes to the Staff that the
prospectus supplement relating to any offering by the Company under the Registration Statement will include appropriate disclosure
regarding the risks applicable to the Company and its securities at such time, including but not limited to any risk of delisting
pursuant to any applicable non-compliance notification(s) from Nasdaq or any other securities exchange on which the Company’s
securities are then listed.

General

 2. To the extent you intend to rely on General Instruction I.B.6 to Form S-3 for limited primary
offerings, please disclose on the prospectus cover page the information called for by Instruction 7 to General Instruction I.B.6.
Please also confirm to us your understanding of the size limitations for offerings made under General Instruction I.B.6.

Company Response: The Company
respectfully advises the Staff that it does not intend to rely on General Instruction I.B.6 to Form S-3 for limited primary offerings.
Rather, the Company respectfully advises the Staff that it is eligible to register securities on the Registration Statement pursuant
to General Instruction I.B.1 to Form S-3 because the aggregate market value of its voting and non-voting common equity held by
non-affiliates, computed by using the price at which the Company’s common stock was last sold as of a date within 60 days
prior to the date of filing of the Registration Statement with the Commission, exceeded $75 million. On August 13, 2018 (a date
within 60 days prior to August 16, 2018), the Company had 72,503,376 shares of common stock outstanding, of which 15,896,715 shares
were held by affiliates. In addition, the closing price of the Company’s common stock on The Nasdaq Capital Market on June
20, 2018 (a date within 60 days prior to August 16, 2018) was $1.34 per share. Therefore, the aggregate market value of the Company’s
common stock held by non-affiliates on the date the Company filed the Registration Statement with the Commission, calculated pursuant
to General Instruction I.B.1 to Form S-3, was $75,852,926. As such, the Company respectfully advises the Staff that it is eligible
to use Form S-3 pursuant to General Instruction I.B.1.

****************

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:
    James L. Reynolds, ADOMANI, Inc.

    Michael K. Menerey, ADOMANI, Inc.

    Matthew A. Susson, K&L Gates LLP

- 2 -

September 6, 2018
James L. Reynolds
Chief Executive Officer
ADOMANI, INC.
4740 Green River Rd., Suite 106
Corona, CA 92880
Re:ADOMANI, INC.
Registration Statement on Form S-3
Filed August 16, 2018
File No. 333-226871
Dear Mr. Reynolds:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed August 16, 2018
Risk Factors, page 4
1.We note your disclosure in the company's Form 8-K filed on August 17, 2018 that the
company received notice of non-compliance with the Nasdaq requirements pertaining to
the minimum bid price for listed stock pursuant to Nasdaq Listing Rule 5550(a)(2).
Please update your disclosure to include a Risk Factor which specifically addresses this
risk, in addition to the existing risk factor that discusses the risk of delisting generally.

 FirstName LastNameJames L.  Reynolds
 Comapany NameADOMANI, INC.
 September 6, 2018 Page 2
 FirstName LastName
James L.  Reynolds
ADOMANI, INC.
September 6, 2018
Page 2
General
2.To the extent you intend to rely on General Instruction I.B.6 to Form S-3 for limited
primary offerings, please disclose on the prospectus cover page the information called for
by Instruction 7 to General Instruction I.B.6. Please also confirm to us your understanding
of the size limitations for offerings made under General Instruction I.B.6.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Julie Griffith at 202-551-3267 or John Dana Brown at 202-551-3859 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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ADOMANI, Inc.

4740 Green River Road, Suite 106

Corona, California 92880

VIA EDGAR

January 4, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Attn:

        Ms. Tonya K. Aldave

        Mr. J. Nolan McWilliams

    Re:
    ADOMANI, Inc.

Registration Statement on Form S-1

File No. 333-220983

    Acceleration Request

    Requested Date:
    January 4, 2018

    Requested Time:
    4:30 p.m. Eastern Time (or as soon thereafter as practicable)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, ADOMANI, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities
and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”) to become effective on January 4, 2018 at 4:30 p.m.
Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone
call to the staff (the “Staff”) of the Commission.

The Registrant acknowledges that:

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

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

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

United States Securities and Exchange Commission

Page 2

January 4, 2018

The Registrant requests that it be notified
of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by calling Mr. Michael A. Hedge at (949) 623-3519.

    Sincerely,

    ADOMANI, INC.

    By:
    /s/ Michael K. Menerey

    Michael K. Menerey

    Chief Financial Officer

cc:  Effie Simpson, U.S. Securities and Exchange CommissionJean Yu, U.S. Securities and Exchange Commission

James L. Reynolds, ADOMANI, Inc.

Michael A. Hedge, K&L Gates LLP

Matthew A. Susson, K&L Gates LLP

Andrew D. Thorpe, Orrick, Herrington & Sutcliffe LLP

Melissa V. Frayer, Orrick, Herrington & Sutcliffe LLP

CORRESP
1
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January 4, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    ADOMANI, INC.

    Registration Statement on Form S-1 (Registration No. 333-220983)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

Boustead Securities, LLC (“Boustead”),
as placement agent for the referenced offering, hereby concurs in the request by ADOMANI, Inc. that the effective date of the above-referenced
registration statement be accelerated to 4:30 P.M. (Eastern Time) on January 4, 2018, or as soon as practicable thereafter, pursuant
to Rule 461 under the Securities Act. Boustead affirms that it is aware of its obligations under the Securities Act in connection
with this offering.

    Very truly yours,

    BOUSTEAD SECURITIES, LLC

    By:
    /s/ Keith Moore

    Name:
    Keith Moore

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

        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

- 2 -

Mail Stop 3561
January 3, 2018

James L. Reynolds
Chief Executive Officer and President
Adomani, Inc.
620 Newport Center Drive, Suite 1100
Newport Beach, CA 92660

Re: Adomani, Inc.
Amendment No. 2 to
Registration Statement on Form S -1
Filed  December 22 , 2017
  File No. 333 -220983

Dear Mr. Reynolds :

We have reviewed your amended 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 amending your registration statement and providing the
requested information.   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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comm ents.  Unless we note
otherwise, our references to prior comments are to comments in our letter  dated December 20,
2017 .

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).

James L. Reynolds
 Adomani, Inc.
 January 3, 2018
 Page 2

 You may contact Effie Simpson at (202) 551 -3346 or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305 if you have questions regardi ng comments on the financial
statements and related matters.  Please contact Tonya K. Aldave at (202) 551 -3601 or J. Nolan
McWilliams  at (202) 551 -3217  with any other questions.

Sincerely,

  /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Michael A. Hedge, Esq.
K&L Gates LLP

CORRESP
1
filename1.htm

        K&L Gates LLP

        1 Park Plaza

        Twelfth Floor

        Irvine, CA 92614

        T +1 949 253 0900 F +1 949 253 0902 klgates.com

December 22, 2017

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. 1 to Registration Statement on Form S-1; Amendment No. 2

    Filed December 15, 2017

    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 December
20, 2017 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 (“Amendment No.
1”) to 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 sending to
the Staff three marked copies of Amendment No. 2 (“Amendment No. 2”) to the Registration Statement, as filed
with the Commission via EDGAR as of the date hereof, marked against Amendment No. 1. If the Staff would like additional hard copies,
please so advise and we would be happy to provide such additional copies. All page number references contained in the Company’s
responses below correspond to the page numbers in Amendment No. 2.

Plan of Distribution, page 97

 1. Please clarify whether the issuance of the placement agent warrant is registered on this registration
statement. If so, please include in the registration statement fee table the placement agent warrant and common stock issuable
on exercise.

Company Response: The Company
respectfully advises the Staff that neither the placement agent warrant nor the shares of common stock issuable upon exercise thereof
will be registered pursuant to the Registration Statement.

 2. You state in your revised disclosure that Boustead Securities, LLC “may be deemed”
an underwriter. Please disclose here and on the prospectus cover that Boustead is an underwriter within the meaning of Section
2(a)(11) of the Securities Act.

Company Response: The Company
has revised the prospectus cover and page 98 of the Registration Statement in response to the Staff’s comment.

****************

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

Mail Stop 3561
December 20, 2017

James L. Reynolds
Chief Executive Officer and President
Adomani, Inc.
620 Newport Center Drive, Suite 1100
Newport Beach, CA 92660

Re: Adomani, Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed  December 15 , 2017
  File No. 333-220983

Dear Mr. Reynolds :

We have limited our review of your amended registration statement to those issues we
have addressed in our 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 amending your registration statement and providing the
requested information .  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 any amendment to your registration statement and the information you
provide in response to these  comment s, we may have  additional comments.

Plan of Distribution, page 97

1. Please clarify whether the issuance of the placement agent warrant is registered on this
registration statement.  If so, please include in the registration statement fee table the
placem ent agent warrant and common stock issuable on exercise.

2. You state in your revised disclosure that Boustead Securities, LLC “may be deemed” an
underwriter.  Please disclose here and on the prospectus cover that Boustead is an
underwriter within the meani ng of Section 2(a)(11) of the Securities Act.

James L. Reynolds
 Adomani, Inc.
 December 20, 2017
 Page 2

 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.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Effie Simpson at (202) 551 -3346 or Jean Yu, Assi stant Chief
Accountant at (202) 551 -3305 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tonya K. Aldave at (202) 551 -3601 or me at
(202) 551 -3217  with any other questions.

Sincerely,

 /s/ Justin Dobbie  for

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Michael A. Hedge, Esq.
K&L Gates LLP

CORRESP
1
filename1.htm

    K&L
        Gates LLP

        1
        Park Plaza

        Twelfth
        Floor

        Irvine,
        CA 92614

        T +1 949 253 0900 F +1
        949 253 0902 klgates.com

    October 16, 2017

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.

    Confidential Draft Registration Statement on Form
S-1

    Submitted September 5, 2017

    CIK No. 0001563568

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 October 2, 2017 (the “Comment Letter”) with respect to the above-referenced confidential
draft Registration Statement on Form S-1 (the “Draft 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 sending to the Staff three marked copies of the Registration Statement on Form S-1 (the “Registration Statement”),
as filed with the Commission via EDGAR as of the date hereof, marked against the Draft Registration Statement. If the Staff would
like additional hard copies, please so advise and we would be happy to provide such additional copies. All page number references
contained in the Company’s responses below correspond to the page numbers in the Registration Statement.

General

 1. Please provide us with copies of all written communications, as defined in Rule 405 under the
Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d)
of the Securities Act, whether or not they retain copies of the communications.

Company Response:
The Company respectfully advises the Staff that neither it, nor anyone authorized to act on its behalf, has provided written communications
to potential investors in reliance on Section 5(d) of the Securities Act in connection with the offering contemplated by the Registration
Statement. In the event the Company presents any such written communications to potential investors, the Company will provide the
Staff with copies thereof on a supplemental basis.

Registration Statement Cover Page

 2. It appears that you will be conducting an offering on continuous basis. Please advise why you
have not checked the Rule 415 box on the cover page. We also note that you have not included Rule 415 undertakings. Please revise
or advise.

Company Response:
The Company has revised the cover page and page II-5 of the Registration Statement in response to the Staff’s comment.

Capitalization, page 36

 3. We note that you intend to use proceeds from the offering to repay debt. Please revise your
capitalization table on a pro forma basis to reflect the repayment of debt from proceeds of the offering.

Company Response:
The Company has revised pages 37 and 38 of the Registration Statement in response to the Staff’s comment.

Business, page 56

 4. Please discuss the material aspects of your arrangement with the OEM partner referenced in the
first paragraph on page 66.

Company Response:
The Company has revised page 64 of the Registration Statement in response to the Staff’s comment.

 5. Please discuss in greater detail the operations of ADOMANI China, including the timelines and
associated costs and any contingencies such as raising additional funds. We note that you contemplate allocating a portion of the
proceeds of this offering to develop the operations of ADOMANI China.

Company Response:
The Company has revised pages 4 and 61 of the Registration Statement in response to the Staff’s comment to reflect that
the Company is in the early stages of developing its strategy for entering the China market. The Company respectfully advises the
Staff that as a result of preliminary stage of the Company’s entry into the China market, it is unable to provide a specific
timeline, an estimate of associated costs or material contingencies for entering the China market.

Our Solution, page 61

 6. We note your disclosure that you “design, manufacture and install advanced zero-emission
electric and hybrid vehicles.” Please disclose where you manufacture electric and hybrid vehicles and how many you have manufactured
to date.

Company
Response: The Company has revised pages 1, 2, 42, 54 and 59 of the Registration Statement in response to the
Staff’s comment.

Partnership/Teaming
Agreements, page 67

 7. We note your disclosure that you have agreements with Blue Bird Corporation, GreenPower Motor
Company, Inc., Central States Bus Sales, ADOMANI/Rewood/TSI, and China Low-Carbon Industry Investment Center International Committee.
Please describe the material terms of each agreement and, to the extent you are substantially dependent on an agreement or it is
otherwise material, please file it as an exhibit to the registration statement.

    - 2 -

Company Response:
The Company respectfully advises the Staff that a brief description of the material terms of its agreements with Blue Bird Corporation,
GreenPower Motor Company, Inc., Central States Bus Sales, Redwood/TSI and China Low-Carbon Industry Investment Center International
Committee appears on page 66 of the Registration Statement. The Company further advises the Staff that the Company is not substantially
dependent on any of such agreements, as none of these agreements include minimum purchase or sales requirements or otherwise obligate
the Company to incur any material costs. The Company has revised the disclosure on pages 65 and 66 of the Registration Statement
to clarify the nature of these agreements.

Management

Executive Officers and Directors, page
74

 8. Please discuss the specific experience, qualifications, attributes or skills of each director
that led to the conclusion that the person should serve as a director. Refer to Item 401(e) of Regulation S-K.

Company Response:
The Company has revised pages 73 and 74 of the Registration Statement in response to the Staff’s comment.

Notes to the Unaudited Consolidated
Financial Statements, page F-20

 9. We note from disclosures provided in your filing that you have issued warrants to purchase shares
of your common stock which 1,799,659 shares are issuable upon the exercise of warrants outstanding as of June 30, 2017. In this
regard, please revise your notes to the financial statements to comply with the disclosure requirements in ASC 505-50-50-1 which
requires disclosures similar to those required by paragraphs ASC 718-10-50-1 through 50-2.

Company Response:
The Company has revised page F-24 of the Registration Statement in response to the Staff’s comment.

Item 15. Recent Sales of Unregistered
Securities, page II-2

 10. Please disclose the exemption from registration claimed for transactions listed in subsection
(a) on pages II-2 through II-4. Refer to Item 701(d) of Regulation S-K.

Company Response:
The Company has revised page II-4 of the Registration Statement in response to the Staff’s comment.

****************

    - 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

- 4 -

Mail Stop 3561
October 2 , 2017

James L. Reynolds
Chief Executive Officer and President
Adomani, Inc.
620 Newport Center Drive, Suite 1100
Newport Beach, CA 92660

Re: Adomani, Inc.
Draft Registration Statement on Form S -1
Submitted September 5, 2017
  CIK No. 0001563568

Dear Mr. Reynolds :

We have reviewed your 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 o n
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.

General

1. Please provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you , or anyone authorized to do so on your behalf , present
to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

James L. Reynolds
 Adomani, Inc.
 October 2 , 2017
 Page 2

 Registration Statement Cover Page

2. It appears that you will be conducting an offering on continuous basis.  Please advise why
you have not checked the Rule 415 box on the cover page.  We also note that you have
not included Rule 415 undertakings.  Please revise or advise.

Capitalization, page 36

3. We note that you intend to use proceeds from the offering to repay debt.  Please revise
your capitalization table on a pro forma basis to reflect the repayment of debt from
proceeds of the offering.

Business, page 56

4. Please discuss the material aspects of your arrangement  with the  OEM partner referenced
in the first paragraph on page 66 .

5. Please discuss  in greater detail the operations of ADOMANI China , including the
timelines and associated costs and any contingencies such a s raising additional funds.
We note that you contemplate allocating a portion of the proceeds of this offering to
develop the operations of ADOMANI China.

Our Solution, page 61

6. We note your disclosure that you “design, manufacture and install advanced zero-
emission electric and hybrid vehicles.”  Please disclose where you manufacture electric
and hybrid vehicles and how many you have manufactured to date.

Partnership/Teaming Agreements, page 67

7. We note your disclosure that you have agreements with  Blue Bird Corporation,
GreenPower Motor Company, Inc., Central States Bus Sales, ADOMANI/Rewood/TSI,
and China Low -Carbon Industry Investment Center International Committee.  Please
describe the material terms of each agreement and, to the extent you are substantially
dependent on an agreement or it is otherwise material, please  file it as an exhibit to the
registration statement.

Management

Executive Officers and Directors, page 74

8. Please discuss the specific experience, qualifications, attributes or skills of each director
that led to the conclusion that the person should serve as a director.  Refer to Item 401(e)
of Regulation S -K.

James L. Reynolds
 Adomani, Inc.
 October 2 , 2017
 Page 3

 Notes to the Unaudited Consolidated Financial Statements, page F -20

9. We note from disclosures provided in your filing th at you have issued warrants to
purchase shares of your common stock which 1,799,659 shares are issuable upon the
exercise of warrants outstanding as of June 30, 2017.  In this regard, please revise your
notes to the financial statements to comply with the disclosure requirements in ASC 505 -
50-50-1 which requires disclosures similar to those required by paragraphs ASC 718 -10-
50-1 through 50 -2.

Item 15.  Recent Sales of Unregistered Securities, page II -2

10. Please disclose the exemption from registration claimed for transactions listed in
subsection (a) on pages II -2 through II -4.  Refer to Item 701(d) of Regulation S -K.

You may contact Effie Simpson at (202) 551 -3346 or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tonya K. Aldave at (202) 551 -3601 or me at
(202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Michael A. Hedge, Esq.
K&L Gates LLP

CORRESP
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Company Acceleration Request

 ADOMANI, Inc.

620 Newport Center Drive

Suite 1100

 Newport
Beach, California 92660

 April 21, 2017

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attn: J. Nolan McWilliams, Attorney-Advisor

Re:
ADOMANI, Inc.

Offering Statement on Form 1-A

File No. 024-10656

 Dear Mr. McWilliams:

On behalf of ADOMANI, Inc. (the “Company”), I hereby request that the Securities and Exchange Commission (the
“Commission”) issue a qualification order for the above-referenced Offering Statement on Form 1-A, as amended, so that it may be qualified by 4:00 P.M. Eastern Time on April 25, 2017, or as soon thereafter as is practicable.

 Please note that the Company acknowledges the following:

•

should the Commission or the staff (the “Staff”), acting pursuant to delegated authority, qualify the filing, 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 qualifying the filing, 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/or the qualification of the filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

/s/ Michael K. Menerey

 Michael K. Menerey

 Chief Financial
Officer

CORRESP
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Underwriter Acceleration Request

 April 21, 2017

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: J. Nolan McWilliams,
Attorney-Advisor

Re:
ADOMANI, Inc.

Offering Statement on Form 1-A

File No. 024-10656

 Dear Mr. McWilliams:

Pursuant to Rule 252(e) under the Securities Act of 1933, as amended, the undersigned, Boustead Securities, LLC, as the underwriter of the offering pursuant
to the above-referenced Offering Statement on Form 1-A, as amended (the “Offering Statement”), hereby joins in the request of ADOMANI, Inc., that the Securities and Exchange Commission issue a qualification order for the Offering
Statement so that it may be qualified by 4:00 P.M. Eastern Time on April 25, 2017, or as soon thereafter as is practicable.

Very truly yours,

Boustead Securities, LLC

By:

 /s/ Keith Moore

Keith Moore

Authorized Officer

Mail Stop 3561
February 23, 2017

James L. Reynolds
President and Chief Executive Officer
Adomani, Inc.
620 Newport Center Drive, Suite 100
Newport Beach, CA 92660

Re: Adomani, Inc.
Amendment No. 2 to
Offering Statement on Form 1 -A
Filed February 13, 2017
  File No. 024 -10656

Dear Mr. Reynolds:

We have reviewed your amended offering 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 amending your offering statement and providing the
requested information.   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 any amendment to your offeri ng statement and the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our January 26, 2017 letter.

Executive and Director Compensation, p age 82

1. We note your disclosure on page F -14 that your CEO received stock based compensation
of $499,000 in fiscal year 2016.  Please revise this section to include all officer and
director compensation.  Refer to Item 11 of Form 1 -A.

Report of Independent Registered Public Accounting Firm, page F -2

2. We note the second paragraph of the report refers to the audit being conducted in
accordance with the standards of Public Company Accounting Oversight Board (United

James L. Reynolds
 Adomani, Inc.
 February 23 , 2017
 Page 2

 States) and with auditing standards generally accepted in the United States of America.
Please be advised that your auditor’s report must contain clear statements as to scope of
the audit.  In this regard, the report shou ld contain a representation that the audit is
conducted in accordance with either the standards of Public Accounting Oversight Board
or auditing standards generally accepted in the United States of America but not both.
Please revise your auditor’s report accordingly.

You may contact Effie Simpson at (202) 551 -3346 or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305 if you have questions regarding comments on the financial
statements and related matters.  Please contact Tonya K. Aldave at (202) 551 -3601 or me at
(202) 551 -3217 with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Curtis L. Mo, Esq.
DLA Piper

CORRESP
1
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Correspondence

 DLA Piper LLP (US)

2000 University Avenue

 East Palo
Alto, California 94303-2214

 www.dlapiper.com

 Curtis L. Mo

curtis.mo@dlapiper.com

 T
650.833.2015

 F 650.687.1170

 February 13, 2017

 Via
EDGAR

 Division of Corporation Finance

 United States
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Attention:       J. Nolan McWilliams

                       Tonya K. Aldave

Re:                 ADOMANI, Inc.

                       Amendment No. 1 to

                        Offering
Statement on Form 1-A

                       Filed
January 17, 2017

                       File
No. 024-10656

 Ladies and Gentlemen:

On behalf of our client, ADOMANI, Inc., a Delaware corporation (the “Company”), this letter responds to the comments received
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter to the Company dated January 26, 2017 (the “Letter”) in connection with the
above-referenced offering statement on Form 1-A (the “Offering Statement”), filed by the Company on January 17, 2017. The Company is concurrently publicly filing an Amendment No. 2 to Offering Statement (“Amendment
No. 2”), containing revised offering materials that incorporate the Company’s responses to the Staff’s comments.

Set forth below are the Staff’s comments followed by the Company’s responses. The numbered responses set forth below correspond to
the numbered comments in the Letter. Capitalized terms used in this letter and not otherwise defined have the meanings given to them in the Offering Statement.

Exhibit 12.1

1.
Please have counsel opine on the legality of the underwriters’ warrant as your binding obligation. For guidance, refer to Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings,
Section II.B.1.f. ).

 Company’s Response

The Company acknowledges the Staff’s comment. The Company’s counsel has opined on the legality of the underwriters’ warrant as
the Company’s binding obligation in Exhibit 12.1 attached to Amendment No. 2.

 Very truly yours,

DLA Piper LLP (US)

 /s/ Curtis L. Mo

Curtis L. Mo

 Partner

Mail Stop 3561
January 26, 2017

James L. Reynolds
President and Chief Executive Officer
Adomani, Inc.
620 Newport Center Drive, Suite 100
Newport Beach, CA 92660

Re: Adomani, Inc.
Amendment No. 1 to
Offering Statement on Form 1 -A
Filed January 17, 2017
  File No. 024 -10656

Dear Mr. Reynolds :

We have reviewed your amended offering 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 amending your offering statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not be lieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your offering statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, o ur references to prior comments are to comments in our January 27, 2017  letter.

Exhibit 12.1

1. Please have counsel opine on the legality of the underwriters ’ warrant as your binding
obligation.   For guidance, r efer to Staff Legal Bulletin No. 19, Legality and Tax Opinions
in Registered Offerings, Section II.B.1.f.

James L. Reynolds
 Adomani, Inc.
 January 26, 2017
 Page 2

 Please contact Tonya K. Aldave  at (202) 551 -3601 or me at (202) 551 -3217 with any
questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Curtis L. Mo, Esq.
DLA Piper

Mail Stop 3 561
December 27, 2016

James L. Reynolds
President and Chief Executive Officer
Adomani, Inc.
620 Newport Center Drive, Suite 100
Newport Beach, CA 92660

Re: Adomani, Inc.
Offering Statement on Form 1 -A
Filed  December 21, 2016
  File No. 024-10656

Dear Mr. Reynolds :

We have reviewed your offering 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 amending your offering statement and providing the
requested information.  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 any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note you and Boustead Securities, LLP submitted request s for qualification of this
offering statement for 4:00 PM Eastern Time on December 27, 2016.  Please confirm
your understanding that we will not act on a request for qualification of this offering
statement less t han 21 calendar days after the public filing on EDGAR of the initial draft
offering statement, all draft amendments, and related correspondence.  Refer to Rule
252(d).

2. Prior to requesting qualification of this offering statement, please include all information
in the offering circular that is not permitted to be omitted under Rule 253(b).  In this
regard, you have omitted  a bona fide price range and the volume of securities to be
offered.  Please revise accordingly.

James L. Reynolds
 Adomani, Inc.
 December 27, 2016
 Page 2

 3. Prior to qualification, p lease file the form of underwriting agreement, the opinion and
consent of DLA Piper LLP, and the testin g the waters maters as exhibits to your offering
statement.  Please allow sufficient time for our review as we may have comments upon
review of the exhibit s.

We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensat ion arrangements prior to
qualification.

 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.

You may con tact Effie Simpson  at (202) 551 -3346 or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305 if you have questions regarding comments on the financial
statements and re lated matters.  Please contact Tonya K. Aldave  at (202) 551 -3601 or me at
(202) 551 -3217 with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Curtis L. Mo, Esq.
DLA Piper

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 December 23, 2016

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

 Attn: J. Nolan McWilliams,
Attorney-Advisor

Re:
ADOMANI, Inc.

Offering Statement on Form 1-A

File No. 024-10656

 Dear Mr. McWilliams:

Pursuant to Rule 252(e) under the Securities Act of 1933, as amended, the undersigned, Boustead Securities, LLC, as the underwriter of the offering pursuant to
the above-referenced Offering Statement on Form 1-A, as amended (the “Offering Statement”), hereby joins in the request of ADOMANI, Inc., that the Securities and Exchange Commission issue a qualification order for the Offering Statement so
that it may be qualified by 4:00 P.M. Eastern Time on December 27, 2016, or as soon thereafter as is practicable.

Very truly yours,

Boustead Securities, LLC

By:

/s/ Keith Moore

Keith Moore

Authorized Officer

CORRESP
1
filename1.htm

Company Acceleration Request

 ADOMANI, Inc.

620 Newport Center Drive

Suite 1100

 Newport
Beach, California 92660

 December 23, 2016

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

 Attn: J. Nolan McWilliams, Attorney-Advisor

Re:
ADOMANI, Inc.
Offering Statement on Form 1-A
File No. 024-10656

Dear Mr. McWilliams:

 On behalf of ADOMANI,
Inc. (the “Company”), I hereby request that the Securities and Exchange Commission (the “Commission”) issue a qualification order for the above-referenced Offering Statement on Form
1-A, as amended, so that it may be qualified by 4:00 P.M. Eastern Time on December 27, 2016, or as soon thereafter as is practicable.

Please note that the Company acknowledges the following:

•

should the Commission or the staff (the “Staff”), acting pursuant to delegated authority, qualify the filing, 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 qualifying the filing, 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/or the qualification of the filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 /s/ Michael K.
Menerey

 Michael K. Menerey

Chief Financial Officer

Mail Stop 3561
December 19, 2016

James L. Reynolds
President and Chief Executive Officer
Adomani, Inc.
620 Newport Center Drive, S uite 100
Newport Beach, CA 92660

Re: Adomani, Inc.
 Amendment No. 1 to
Draft Offering Statement on Form 1 -A
Submitted  December 12 , 2016
  CIK No. 0001563568

Dear Mr. Reynolds :

We have reviewed your amended draft offering 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 offering statement or publicly filing your offering statement on EDGAR.  If
you do not bel ieve 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 your amended
draft offering statement or filed offering statement and the information you provide i n response
to these comments, we may have additional comments.

Part III
1. Please file a currently dated auditor’s consent.   Please ensure that the correct periods are
referenced in the consent.   The periods referred to in your auditor’s consent should be
consistent with the audited financial statements and dates of your auditor’s report.

James L. Reynolds
 Adomani, Inc.
 December 19, 2016
 Page 2

 You may contact Effie Simpson  at (202) 551 -3346  or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305  if you have questions regarding comments on the financial
statements and re lated matters.  Please contact Tonya K. Aldave  at (202) 551 -3601  or me at
(202) 551 -3217  with any other questions.

Sincerely,

/s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Curtis L. Mo, Esq.
DLA Piper

Mail Stop 3561
November 30, 2016

James L. Reynolds
President and Chief Executive Officer
Adomani, Inc.
620 Newport Center Drive, S uite 100
Newport Beach, CA 92660

Re: Adomani, Inc.
 Amendment No. 1 to
Draft Offering Statement  on Form 1-A
Submitted  November 16 , 2016
  CIK No. 0001563568

Dear Mr. Reynolds :

We have reviewed your amended draft offering 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 offering statement or publicly filing your offering statement on EDGAR.  If
you do not bel ieve 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 your amended
draft offering statement or filed offering statement and the information you provide i n response
to these comments, we may have additional comments.

Underwriting, page 41

1. We note your response to our prior comment 3 and that you are seeking to qualify the
underwriters’ warrants and common stock issuable upon exercise of these warrants.
Please revise Part I and the offering circular cover page to include these securities and
describe them in the Description of Securities section.

Use of Proceeds, page 45

2. We note your response to our prior comment 4 and reissue in part.  Please disclose the
maturity dates for both of the loans listed in this section and the interest rate for the
“working capital loan.”

James L. Reynolds
 Adomani, Inc.
 November 30, 2016
 Page 2

 Plan of Operations, page 77

3. We note your response to our prior comment 5.  For each of the strategies in the bulleted
list on page 53,  please include specific information regarding your plans to implement
these  planned activities  over the next twelve months , including any contingencies such as
raising additional funds, and the timelines and , to the extent material, the  associated costs
accompanying each proposed step in your business plan.

Interim Financial Statements

4. Please include your consolidated statements of cash flows for the interim period ended
September 30, 2016.

You may contact Effie Simpson  at (202) 551 -3346  or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305  if you have questions regarding comments on the financial
statements and re lated matters.  Please contact Tonya K. Aldave  at (202) 551 -3601  or me at
(202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Curtis L. Mo, Esq.
DLA Piper

Mail Stop 3561
November 2, 2016

James L. Reynolds
President and Chief Executive Officer
ADOMANI , Inc.
620 Newport Center Drive, Suite  1100
Newport Beach, CA 92660

Re: ADOMANI , Inc.
Draft Offering Statement  on Form 1-A
Submitted  October 6, 2016
  CIK No. 0001563568

Dear Mr. Reynolds :

We have reviewed your draft offering 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 offering statement or publicly filing your offering statement on EDGAR.
Please refer to R ule 252(d) regarding the public filing requirements for non -public submissions,
amendments and correspondence.  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 yo ur
response.  After reviewing your amended draft offering statement or filed offering statement and
the information you provide in response to these comments, we may have additional comments.

Offering Circular cover page

1. Please clarify whether the releas e of funds from escrow is contingent on satisfaction of
NASDAQ listing conditions.  We note in this regard your disclosure in the second
paragraph on page 41.

2. You state that if you fail to meet NASDAQ minimum listing requirements you will see k
quotation o n the OTCQX.  T o the extent offering proceeds will not be released from
escrow until you satisfy NASDAQ listing conditions, please explain how the offering
will close if this contingency has not occurred  and how this scenario is consistent with
Exchange Ac t Rule 15c2 -4.

James L. Reynolds
 ADOMANI , Inc.
 November 2, 201 5
 Page 2

 Underwriting, page 41

3. We note your disclosure in this section relating to “underwriter warrants.”  Please clarify
whether these warrants  and common stock  issuable upon exercise will be restricted
securities because it does not appear that  you are seeking to qualify  warrants or common
stock issuable upon exercise of these warrants in this draft offering  statement .

Use of Proceeds, page 44

4. We also note your disclosure on page 75 that you “may repay [your] secured promissory
notes from the  Offering.”  Please revise this section to include this category of the use  of
proceeds  and disclose the interest rate and maturity date of the notes .

Plan of Operations, page 75

5. Please include a detailed plan of operations for the next twelve months.  In the discussion
of each of your planned activities, include specific information regarding each material
event or step required to pursue each of your planned activities, including  any
contingencies such as raising additional funds, and the timelines and associated costs
accompanying each proposed step in your business plan so that an investor can get a
clearer understanding.

6. Please discuss the reasonable basis for your projecte d revenue, gross profit, and net
income, including from operations in China.

Certain Relationships and Related Party Transactions, page 89

7. Please disclose the basis on which  Acaccia Family Trust  is a related person .

Part III

Index to Exhibits, page II-1

8. Please file the following agreements as exhibits to your offering statement or tell us why
you believe the respective agreement is not material to you:
 licensing agreement with Silicon Turbines Systems, Inc. on page F -14;
 contract with Redwood Group  International Limited on page F -15;
 contract with Monarch Bay Services, LLC on page F -15; and
 contract with TriplePoint, LLC on page F -16.

EX1A -11
9. Please revise your independent auditor’s consent to:
 provide the date of the Independent Registered Public  Accounting Firm’s consent;

James L. Reynolds
 ADOMANI , Inc.
 November 2, 201 5
 Page 3

  include the actual periods covered by the Independent Registered Public
Accounting Firm’s audit report.  Specifically, the periods should be corrected to
refer to December 31, 2015 and 2014, rather than December 31, 2016 and 2015 ;
and
 refer to the correct dates of the report and include all notes dated differently from
the original report date.  Specifically, we note the two note exceptions described
in the Independent Registered Public Accounting Firm’s report are as of
October  5, 2016; however, your current consent reflects only Note 5 and refers to
it as being dated September 16, 2016.  Please fix these inconsistencies.

You may contact Effie Simpson  at (202) 551 -3346  or Jean Yu, Assistant Chief
Accountant at (202) 551 -3305  if you  have questions regarding comments on the financial
statements and re lated matters.  Please contact Tonya K. Aldave  at (202) 551 -3601  or me at
(202) 551 -3217  with any other questions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
 Attorney -Advisor
Office of Transpor tation and Leisure

cc:  Curtis L. Mo, Esq.
DLA Piper