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 GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

 GREENPOWER MOTOR COMPANY INC. #240 - 209 Carrall Street Vancouver, British Columbia V6B 2J2, Canada
 February 23, 2026
 VIA EDGAR
 United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549
 Attention:   Division of Corporation Finance
 Dear Sirs/Mesdames:

 Re:   GreenPower Motor Company Inc. (the "Company") Registration Statement on Form F-1 File No. 333-293565

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that the Registration Statement may become effective on Wednesday, February 25, 2026 at 4:30 p.m. (Eastern Time), or as soon thereafter as may be practicable.
 We trust you will find the foregoing to be in order.  Please do not hesitate to contact the undersigned should you have any questions in this regard.

 Yours truly,

 GREENPOWER MOTOR COMPANY INC.

 /s/ Michael Sieffert

 Michael Sieffert

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 23, 2026

Fraser Atkinson
Chief Executive Officer
GREENPOWER MOTOR Co INC.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada

 Re: GREENPOWER MOTOR Co INC.
 Registration Statement on Form F-1
 Filed on February 19, 2026
 File No. 333-293565
Dear Fraser Atkinson:

 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 Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

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

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    GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

    GREENPOWER MOTOR COMPANY INC.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada

    January 31, 2024

    VIA EDGAR

    United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

    Attention: Division of Corporation Finance

    Dear Sirs/Mesdames:

                Re:

                    GreenPower Motor Company Inc. (the "Company")
Registration Statement on Form F-3
File No. 333-276209

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-referenced Registration Statement on Form F-3 be accelerated so that the Registration Statement may become effective on Friday, February 2, 2024 at 4:30 p.m. (Eastern Time), or as soon thereafter as may be practicable.

    We trust you will find the foregoing to be in order.  Please do not hesitate to contact the undersigned should you have any questions in this regard.

                Yours truly,

            GREENPOWER MOTOR COMPANY INC.

            /s/ Michael Sieffert

            Michael Sieffert

            Chief Financial Officer

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    GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

    GREENPOWER MOTOR COMPANY INC.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada

    January 26, 2024

    VIA EDGAR

    United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

    Attention: Division of Corporation Finance

    Dear Sirs/Mesdames:

                Re:
                GreenPower Motor Company Inc. (the "Company")
Registration Statement on Form F-3
File No. 333-276209

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-referenced Registration Statement on Form F-3 be accelerated so that the Registration Statement may become effective on Tuesday, January 30, 2024 at 4:30 p.m. (Eastern Time), or as soon thereafter as may be practicable.

    We trust you will find the foregoing to be in order.  Please do not hesitate to contact the undersigned should you have any questions in this regard.

            Yours truly,

            GREENPOWER MOTOR COMPANY INC.

            /s/ Michael Sieffert

            Michael Sieffert
Chief Financial Officer

United States securities and exchange commission logo
December 27, 2023
Fraser Atkinson
Chief Executive Officer
GreenPower Motor Company Inc.
#240-209 Carrall Street
Vancouver, British Columbia V6B 2J2
Re:GreenPower Motor Company Inc.
Registration Statement on Form S-3
Filed on December 21, 2023
File No. 333-276209
Dear Fraser Atkinson:
            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 Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Virgil Hlus

United States securities and exchange commission logo
February 22, 2021
Michael Sieffert
Chief Financial Officer
GreenPower Motor Company Inc.
#204-209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:GreenPower Motor Company Inc.
Form 20-F for the Year Ended March 31, 2020
Filed July 21, 2020
File No. 333-236252
Dear Mr. Sieffert:
            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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    GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

    GREENPOWER MOTOR COMPANY INC.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2

    Tel: (604) 563-4144

    February 9, 2021

    United States Securities and Exchange Commission

    Division of Corporate Finance

    Office of Transportation and Leisure

    100 F Street, NE

    Washington, DC 20549

    Re: GreenPower Motor Company, Inc. Form 20-F for the Year Ended March 31, 2020 Filed July 21, 2020 File No. 333-236252

    We write in response to your letter of January 28, 2021 to Michael Sieffert, Chief Financial Officer of GreenPower Motor Company Inc. (the “Company”), with respect to Form 20-F for the year ended March 31, 2020.

    Item 15. Controls and Procedures, page 92

    1. Please disclose your conclusion as to whether your disclosure controls and procedures are effective or ineffective, whichever the case may be, in an amendment to your Form 20-F. See Item 15(a) of the Form 20-F

    We have filed an amendment dated February 9, 2021 to Item 15. Controls and Procedures of our 20-F Annual Report for the period ended March 31, 2020 which includes a conclusion of our disclosure controls and procedures as of the end of the period covered by this 20-F Annual Report.

    Item 15. Exhibits

    2. Please amend your Form 20-F to provide certifications that conform to the format provided in Instruction 12 to Item 19 of the Form 20-F. Given that you are not yet required to provide management's report on internal control over financial reporting, you may omit the internal control over financial reporting language from the introductory portion of paragraph 4 as well as paragraph 4(b) of the certifications but all other paragraphs must be presented.

    We have filed an amendment dated February 9, 2021 to our 20-F Annual Report for the period ended March 31, 2020, which includes the requested changes to certifications filed as Exhibits 10.26A and 10.27A.

    3. It does not appear that you have filed your Section 906 certifications. SEC Release 33-8238 requires Section 906 certifications to be filed as exhibits to annual reports. As such, Please file an amendment to your Form 20-F to include Section 906 certifications.

    We have filed an amendment dated February 9, 2021 to our 20-F Annual Report for the period ended March 31, 2020, which includes the requested certifications filed as Exhibits 11.1 and 11.2.

    Should you have any questions, please do not hesitate to contact Fraser Atkinson or Michael Sieffert at (604) 563-4144.

    Yours truly,

    GREENPOWER MOTOR COMPANY INC.

/s/ Michael Sieffert
Michael Sieffert
Chief Financial Officer

United States securities and exchange commission logo
January 28, 2021
Michael Sieffert
Chief Financial Officer
GreenPower Motor Company Inc.
#204-209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:GreenPower Motor Company Inc.
Form 20-F for the Year Ended March 31, 2020
Filed July 21, 2020
File No. 333-236252
Dear Mr. Sieffert:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended March 31, 2020
Item 15. Controls and Procedures, page 92
1.Please disclose your conclusion as to whether your disclosure controls and procedures are
effective or ineffective, whichever the case may be, in an amendment to your Form 20-F.
See Item 15(a) of the Form 20-F.
Exhibits
2.Please amend your Form 20-F to provide certifications that conform to the format
provided in Instruction 12 to Item 19 of the Form 20-F.  Given that you are not yet
required to provide management’s report on internal control over financial reporting, you
may omit the internal control over financial reporting language from the introductory
portion of paragraph 4 as well as paragraph 4(b) of the certifications but all other
paragraphs must be presented.

 FirstName LastNameMichael Sieffert
 Comapany NameGreenPower Motor Company Inc.
 January 28, 2021 Page 2
 FirstName LastName
Michael Sieffert
GreenPower Motor Company Inc.
January 28, 2021
Page 2
3.It does not appear that you have filed your Section 906 certifications.  SEC Release 33-
8238 requires Section 906 certifications to be filed as exhibits to annual reports.  As such,
please file an amendment to your Form 20-F to include Section 906 certifications.
            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.
            You may contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-
3709 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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    GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

    B. Riley Securities, Inc.
299 Park Avenue, 21st Floor

    New York, New York 10171

    Roth Capital Partners, LLC
888 San Clemente Drive
Newport Beach, California 92660

    August 25, 2020

    VIA EDGAR

    United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

    Attention: Division of Corporation Finance

    Dear Sirs/Mesdames:

                    Re: GreenPower Motor Company Inc. (the "Company")
Registration Statement on Form F-1
File No. 333-248119

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned, as representatives of the several underwriters of GreenPower Motor Company Inc.'s proposed public offering of its common shares, we hereby join GreenPower Motor Company Inc.'s request for acceleration of the above-referenced Registration Statement, requesting acceleration of the effective date to 4:00 p.m. (Eastern time) on Thursday, August 27, 2020 (Eastern Time), or as soon thereafter as may be practicable.

    In accordance with Rule 460 under the Securities Act, and in connection with the foregoing, we wish to advise you that we have distributed 897 copies of the Preliminary Prospectus dated August 25, 2020, through the date hereof, to prospective dealers, institutional  investors  and  others.

    The undersigned confirm that they have complied with and will continue to comply with, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply with, Rule 15c2-8 under the Securities Exchange          Act of 1934, as amended, in connection with the above-referenced issue.

    [Signature Page Follows]

    Yours truly,

    B. Riley Securities, Inc.

    Roth Capital Partners, LLC

    As Representatives of the Several Underwriters

    B. RILEY SECURITIES, INC.

    By: /s/ Jimmy Baker

    Name: Jimmy Baker

    Title: Head of Capital Markets

    ROTH CAPITAL PARTNERS, LLC

    By: /s/ Aaron Gurewitz

    Name: Aaron Gurewitz

    Title: Head of Equity Capital Markets

        2
[Signature Page to Acceleration Request Letter]

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    GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

    GREENPOWER MOTOR COMPANY INC.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada

    August 25, 2020

    VIA EDGAR

    United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

    Attention: Division of Corporation Finance

    Dear Sirs/Mesdames:

                Re: GreenPower Motor Company Inc. (the "Company")
Registration Statement on Form F-1
File No. 333-248119

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, GreenPower Motor Company Inc. hereby requests that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that the Registration Statement may become effective on Thursday, August 27, 2020 at 4:00 p.m. (Eastern Time), or as soon thereafter as may be practicable. By separate letter, the representatives of the underwriters of the issuance of the securities being registered join this request for acceleration.

    We trust you will find the foregoing to be in order.  Please do not hesitate to contact the undersigned should you have any questions in this regard.

    Yours truly,

    GREENPOWER MOTOR COMPANY INC.

 /s/ Fraser Atkinson
Fraser Atkinson
Chief Executive Officer, Chairman and Director

United States securities and exchange commission logo
August 20, 2020
Fraser Atkinson
Chairman and Chief Executive Officer
Greenpower Motor Company Inc.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:Greenpower Motor Company Inc.
Registration Statement on Form F-1
Filed August 19, 2020
File No. 333-248119
Dear Mr. Atkinson:
            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 Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Virgil Z. Hlus, Esq.

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    GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

    GREENPOWER MOTOR COMPANY INC.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada

    May 22, 2020

    VIA EDGAR

    United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

    Attention: Division of Corporation Finance

    Dear Sirs/Mesdames:

                    Re: GreenPower Motor Company Inc. (the "Company")
Registration Statement on Form F-1
File No. 333-236252

    In connection with the Company's Registration Statement on Form F-1, the Company hereby requests acceleration of the effective date of the above-referenced Registration Statement to 5:00 p.m. (Eastern time), Wednesday, May 27, 2020 or as soon thereafter as possible, in accordance with Rule 461(a) of Regulation C.

    We trust you will find the foregoing to be in order.  Please do not hesitate to contact the undersigned should you have any questions in this regard.

            Yours truly,

            GREENPOWER MOTOR COMPANY INC.

            /s/ Fraser Atkinson

            Fraser Atkinson

            Chief Executive Officer, Chairman and Director

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    GreenPower Motor Company Inc.: CORRESP - Filed by newsfilecorp.com

    GREENPOWER MOTOR COMPANY INC.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2

    Tel: (604) 563-4144

    May 8, 2020

    United States Securities and Exchange Commission
Division of Corporate Finance
Office of Transportation and Leisure
100 F Street, NE
Washington, DC 20549

    Re: GreenPower Motor Company Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed: April 27, 2020
File No: 333-236252

    We write in response to your letter of May 6, 2020 to Fraser Atkinson, Chief Executive Officer of GreenPower Motor Company Inc. (the "Company"), with respect to Amendment No. 2 to Registration Statement on Form 1 filed April 27, 2020. Our responses are numbered in a manner that corresponds with your comments as set out in your letter of May 6, 2020.

    Amended Form F- 1 Filed April 27, 2020

    General

    1. Please update your management and director compensation disclosure that begins on page 50 to provide information for the last full financial year. Refer to Item 6.B of Form 20-F. In addition, please update your stated accumulated deficit on page 4, and disclosure regarding your employees on page 25.

    Management and director compensation disclosure beginning on page 50 and disclosure regarding our employees on page 25 has been updated to March 31, 2020, being the end of our last fiscal year. Our stated accumulated deficit on page 4 has been updated to December 31, 2019, being the period of the last interim financial statements that we have publicly issued.

    Should you have any questions, please do not hesitate to contact Fraser Atkinson at (604) 563-4144 or Michael Sieffert at (236) 521-4642.

    Yours truly,

    GREENPOWER MOTOR COMPANY INC.

/s/ Fraser Atkinson
_____________________________
Fraser Atkinson
Chief Executive Officer and Chairman

        Page 2

United States securities and exchange commission logo
May 6, 2020
Fraser Atkinson
Chief Executive Officer
GreenPower Motor Company Inc.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:GreenPower Motor Company, Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed April 27, 2020
File No. 333-236252
Dear Mr. Atkinson:
            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 comments.
Amended Form F-1 Filed April 27, 2020
General
1.Please update your management and director compensation disclosure that begins on page
50 to provide information for the last full financial year.  Refer to Item 6.B of Form 20-F.
In addition, please update your stated accumulated deficit on page 4, and disclosure
regarding your employees on page 25.

 FirstName LastNameFraser Atkinson
 Comapany NameGreenPower Motor Company Inc.
 May 6, 2020 Page 2
 FirstName LastName
Fraser Atkinson
GreenPower Motor Company Inc.
May 6, 2020
Page 2
            You may contact Aamira Chaudhry at 202-551-3389 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact John Dana Brown at 202-551-3859 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

February 28, 2020
Fraser Atkinson
Chief Executive Officer
GreenPower Motor Company Inc.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:GreenPower Motor Company, Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed February 21, 2020
File No. 333-236252
Dear Mr. Atkinson:
            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 comments.
Amended Form F-1 Filed February 21, 2020
General
1.It appears you have made available more current financial information than otherwise
required by Item 8 of Form 20-F.  In this regard, please revise to include interim financial
information for the period ended December 31, 2019 and update the affected sections of
the filing as applicable.

 FirstName LastNameFraser Atkinson
 Comapany NameGreenPower Motor Company Inc.
 February 28, 2020 Page 2
 FirstName LastName
Fraser Atkinson
GreenPower Motor Company Inc.
February 28, 2020
Page 2
            You may contact Aamira Chaudhry at 202-551-3389 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact John Dana Brown at 202-551-3859 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

October 11, 2019
Fraser Atkinson
Chief Executive Officer
GreenPower Motor Company Inc.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:GreenPower Motor Company, Inc.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted September 27, 2019
CIK 0001584547
Dear Mr. Atkinson:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted September 27, 2019
Plan of Operations, page 23
1.We note that you disclose your plans to build a manufacturing facility, and disclose that
you are in the process of obtaining building permits to commence construction of the
facility.  Please disclose the timeline for your plan to commence such construction.  In that
regard, we note your response to prior comment 5.
Employment, Consulting and Management Agreements, page 48
2.We note your disclosure on page 48 that you entered into a management services
agreement with Koko Financial Services, Inc., pursuant to which such company's
designated personnel is to be engaged by your company "with the duties set out in the

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

September 10, 2019
Fraser Atkinson
Chief Executive Officer
GreenPower Motor Company Inc.
#240 - 209 Carrall Street
Vancouver, British Columbia V6B 2J2, Canada
Re:GreenPower Motor Company, Inc.
Draft Registration Statement on Form F-1
Submitted August 14, 2019
CIK 0001584547
Dear Mr. Atkinson:
            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 on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted August 14, 2019
Risk Factors, page 5
1.Please add a risk factor addressing the fact that your shareholders approved a shareholder
rights plan which may be implemented by management and may impede a change in
control.
Government Regulation, page 22
2.To the extent material please discuss battery disposal requirements including the costs
borne by you and by customers.

 FirstName LastNameFraser Atkinson
 Comapany NameGreenPower Motor Company Inc.
 September 10, 2019 Page 2
 FirstName LastNameFraser Atkinson
GreenPower Motor Company Inc.
September 10, 2019
Page 2
Capitalization and Indebtedness, page 26
3.We refer to your capitalization table. Please clarify for us and revise your disclosures to
explain the reason(s) for the change in the liability amounts related to line of credit,
secured and unguaranteed debt, and unsecured and unguaranteed debt under the As
Adjusted column. It is unclear from your disclosures why total indebtedness on an as
adjusted basis would decrease as a result of the issuance of 13,114,754 common shares to
selling shareholders and an additional 6,557,371 common shares issuance upon exercise
of warrants by the selling shareholders.
Operating and Financial Review and Prospects, page 27
4.In your discussion of operating results please quantify and discuss each significant
component of costs comprising cost of sales and separately disclose, quantify, and discuss
the underlying reasons for each material variance in the components of cost of sales.
Liquidity and Capital Resources, page 29
5.Please discuss the impact that expanding your manufacturing capabilities in Porterville
will have on your liquidity and capital resources, to the extent that this represents a
material trend.  Refer to Item 5.D of Form 20-F.
Operating and Financial Review and Prospects
Tabular Disclosure of Contractual Obligations, page 40
6. As the contractual obligation table is aimed at increasing transparency of cash flow, we
believe that registrants should include scheduled interest payments in the table. To the
extent that interest rates are variable and unknown, you may use judgment to determine
which interest rates to use. Accordingly, please consider including the scheduled interest
payments and footnote disclosure of the interest rate used and how it was determined.
Financial Information
Note 1. Nature and Continuance of Operations, page F-10
7.We note your statement "To this end, the Company has now delivered and received
payment for all-electric buses to customers, ..." In the regard, please tell us the nature
of accounts receivable balance of approximately $1.4 million as of March 31, 2019.
Exhibits
8.Please file agreements with your third party manufacturers and suppliers as exhibits to
your registration statement.  We note on pages 6 and 8 that you are dependent upon these
manufacturers.  In addition, file your distribution agreement with your primary
distributor Creative Bus Sales.  Alternatively tell us why these agreements are not
required to be filed.  Refer to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameFraser Atkinson
 Comapany NameGreenPower Motor Company Inc.
 September 10, 2019 Page 3
 FirstName LastName
Fraser Atkinson
GreenPower Motor Company Inc.
September 10, 2019
Page 3
General
9.It appears you have made available more current financial information than otherwise
required by Item 8 of Form 20-F.  In this regard, please revise to include interim financial
information for the period ended June 30, 2019 and update the affected sections of the
filing as applicable.
            You may contact Aamira Chaudhry at 202-551-3389 or Jean Yu at 202-551-3305 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Dana Brown at 202-551-3859 or Laura Nicholson at 202-551-3584 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure