SecProbe.io

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 One Marina Park Drive, Suite 1410

 Boston, MA 02210

 April 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporate Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Patrick Fullem

 Re:
 Ondas Holdings Inc.
Registration Statement on Form S-3
File No. 333-286642

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration Statement on Form
S-3 (File No. 333-286642) originally filed with the Securities and Exchange Commission (the "Commission") on April 18, 2025
be declared effective by the Commission at 4:00 p.m. Eastern Time on Friday, April 25, 2025, or as soon thereafter as practical.

 Once the Registration Statement is declared effective,
please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

 Very truly yours,

 ONDAS HOLDINGS INC.

 By: /s/ Eric A. Brock

 Eric A. Brock

 Chief Executive Officer

 cc: Christina C. Russo, Akerman LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Eric Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
One Marina Park Drive, Suite 1410,
Boston, MA 02210

 Re: Ondas Holdings Inc.
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286642
Dear Eric Brock:

 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 Patrick Fullem at 202-551-8337 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Christina C. Russo
</TEXT>
</DOCUMENT>

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53 Brigham Street, Unit 4

Marlborough, MA 01752

February 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Jennifer Angelini, Esq.

    Re:
    Ondas Holdings Inc.

Registration Statement on Form S-3, as amended

File No. 333-276853

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration Statement on Form
S-3, as amended, (File No. 333-276853) originally filed with the Securities and Exchange Commission (the “Commission”) on
February 2, 2024 be declared effective by the Commission at 4:00 p.m. Eastern Time on Thursday, February 15, 2024, or as soon thereafter
as practical.

Once the Registration Statement is declared effective,
please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

ONDAS HOLDINGS INC.

By: /s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

cc: Christina C. Russo, Akerman LLP

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53 Brigham Street, Unit 4

Marlborough, MA 01752

February 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Jennifer Angelini, Esq.

    Re:
    Ondas Holdings Inc.

Registration Statement on Form S-3, as amended

File No. 333-276852

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration Statement on Form
S-3, as amended, (File No. 333-276852) originally filed with the Securities and Exchange Commission (the “Commission”) on
February 2, 2024 be declared effective by the Commission at 4:00 p.m. Eastern Time on Thursday, February 15, 2024, or as soon thereafter
as practical.

Once the Registration Statement is declared effective,
please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

ONDAS HOLDINGS INC.

By: /s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

cc: Christina C. Russo, Akerman LLP

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411 Waverley Oaks Road, Suite 114

Waltham, MA 02452

November 28, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Thomas Jones

    Re:
    Ondas Holdings Inc.

Registration Statement on Form S-4, as amended

File No. 333-267565

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration Statement on Form
S-4, as amended, (File No. 333-267565) filed with the Securities and Exchange Commission (the “Commission”) on November 18,
2022 be declared effective by the Commission at 4:00 p.m. Eastern Time on Wednesday, November 30, 2022, or as soon thereafter as practical.

Once the Registration Statement is declared effective,
please orally confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

ONDAS HOLDINGS INC.

By:  /s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

cc: Christina C. Russo, Akerman LLP

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November 17, 2022

Thomas Jones

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Ondas Holdings Inc.

Amendment No. 1 to Registration
Statement on Form S-4

Filed November 3, 2022

File No. 333-267565

Dear Mr. Jones:

On behalf of Ondas Holdings
Inc. (the “Company” or “Ondas”), we hereby respond to the Staff’s comment letter, dated November 9, 2022,
regarding the above referenced, Amendment No. 1 to Registration Statement on Form S-4, filed November 3, 2022, File No. 333-267565.

For the Staff’s convenience,
we have recited the Staff’s comment in boldface type and provided our response to the comment immediately thereafter.

Amendment No. 1 to Registration Statement
on Form S-4 filed November 3, 2022 U.S. Federal Income Tax Consequences of the Merger, page 11

 1. We note your response to prior comment 1. It is permissible for counsel to opine that the tax consequences
"should" occur or are "more likely than not" provided the disclosure explains the reasons for and risks related to
the uncertainty. Please revise to explain those reasons and risks in detail.

Response:
Akerman LLP has revised its opinion to indicate that based upon and subject to certain assumptions set forth in the opinion, Akerman
LLP is of the opinion that, under currently applicable United States federal income tax law, the merger qualifies as a “reorganization”
under Section 368(a) of the Internal Revenue Code.

 2. Please revise your disclosure on page 63 to identify counsel and state, if true, that the disclosure
represents their opinion. Also revise to remove the disclosure that the merger is "intended" to qualify for the stated tax treatment.

Response: In response
to the Staff's comment, the Company has revised the disclosure on pages 11, 20, and 64 of Amendment No. 2 to Form S-4.

Background of the Merger, page 55

 3. We note your response to prior comment 3. Your disclosure continues to state that B. Riley served as
financial advisor, but your revisions indicate they merely held status calls and established a data room. Please revise to explain what
services B. Riley provided as financial advisor.

Response: In response
to the Staff's comment, the Company has revised the disclosure on pages 55-59 of Amendment No. 2 to Form S-4.

* * * * *

We believe the responses
provided above fully address the Staff’s comments. If you have any questions, please call the undersigned at 305.982.5531.

  Sincerely,

  AKERMAN LLP

  /s/ Christina C. Russo

  For the Firm

  cc:
  Geoff Kruczek

  U.S. Securities and Exchange Commission

  Ondas Holdings Inc.

  Eric Brock, Chief Executive Officer

United States securities and exchange commission logo
November 9, 2022
Eric Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
411 Waverley Oaks Road, Suite 114
Waltham, Massachusetts 02452
Re:Ondas Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 3, 2022
File No. 333-267565
Dear Eric Brock:
            We have limited our review of 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.  Unless we note
otherwise, our references to prior comments are to comments in our October 18, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed November 3, 2022
U.S. Federal Income Tax Consequences of the Merger, page 11
1.We note your response to prior comment 1.  It is permissible for counsel to opine that the
tax consequences "should" occur or are "more likely than not" provided the disclosure
explains the reasons for and risks related to the uncertainty.  Please revise to explain those
reasons and risks in detail.
2.Please revise your disclosure on page 63 to identify counsel and state, if true, that the
disclosure represents their opinion.  Also revise to remove the disclosure that the merger is
"intended" to qualify for the stated tax treatment.

 FirstName LastNameEric Brock
 Comapany NameOndas Holdings Inc.
 November 9, 2022 Page 2
 FirstName LastName
Eric Brock
Ondas Holdings Inc.
November 9, 2022
Page 2
Background of the Merger, page 55
3.We note your response to prior comment 3. Your disclosure continues to state that B.
Riley served as financial advisor, but your revisions indicate they merely held status calls
and established a data room.  Please revise to explain what services B. Riley provided as
financial advisor.
            Please contact Thomas Jones, Staff Attorney, at 202-551-3602 or Geoff Kruczek, Senior
Attorney, at 202-551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christina C. Russo, Esq.

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  Christina C. Russo

  Akerman LLP

  201 East Las Olas Boulevard

  Suite 1800

  Fort Lauderdale, FL 33301

  D: 305 982 5531

  T: 954 463 2700

  F: 954 463 2224

  christina.russo@akerman.com

November 2, 2022

Thomas Jones

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Ondas Holdings Inc.

    Registration Statement
on Form S-4

    Filed September 23,
2022

    File No. 333-267565

Dear Mr. Jones:

On behalf of Ondas Holdings
Inc. (the “Company” or “Ondas”), we hereby respond to the Staff’s comment letter, dated October 18, 2022,
regarding the above referenced, Registration Statement on Form S-4, filed September 23, 2022, File No. 333-267565.

For the Staff’s convenience,
we have recited the Staff’s comment in boldface type and provided our response to the comment immediately thereafter.

Registration Statement on Form S-4 filed
September 23, 2022

Certain U.S. Federal Income Tax Consequences
of the Merger, page 11

 1. We note the disclosure that the merger is “intended” to qualify for the tax treatment you
disclose. Please revise to clarify the tax consequences of the merger to investors and file a tax opinion. It is permissible for such
opinion to be a “should” or “more likely than not” opinion, provided that the opinion and disclosure comply with Staff
Legal Bulletin No. 19.

Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 11 of Amendment No. 1 to Form S-4. A form of tax opinion of Akerman LLP is included as Exhibit 8.1 to Amendment No. 1 to Form
S-4.

Background of the Merger, page 53

2.   Please
substantially revise the disclosure in this section to include a description of the negotiations relating to the merger agreement. For
example, it is not clear what the initial proposal was and how the terms evolved over the course of the negotiations, including the nature
and amount of consideration offered.

Response: In response to the Staff’s comment, the Company has revised the disclosure
on pages 55-59 of Amendment No. 1 to Form S-4.

3.   Please
clarify the role of B. Riley throughout the negotiations. In this regard, we note the reference on page 53 to “B. Riley provided
Ondas a draft engagement letter for B. Riley to serve as Ondas’ exclusive financial advisor in connection with the acquisition,
merger or a related transaction with Airobotics” and the disclosure on page 58 about “In reaching its determination, the Ondas’
Board consulted with Ondas management, as well as with Ondas’ financial, legal and strategic advisors.” Discuss the specific actions
performed by B. Riley in the course of its engagement.

Response: In response to the Staff’s comment, the Company has revised the disclosure
on pages 55-56 of Amendment No. 1 to Form S-4.

4.   Please
quantify any fees payable to B. Riley for their services, including, if applicable, fees payable upon consummation of the merger. In this
regard, we note the statement on page 18 that “each has incurred and will continue to incur costs relating to the Merger (including
significant legal and financial advisory fees).”

Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 56 of Amendment No. 1 to Form S-4.

Certain U.S. Federal Income Tax Consequences
of the Merger, page 60

5.   Please
delete the term “certain” from the title of this section and from the first sentence in this section.

Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 63 and all corresponding references to that section throughout Amendment No. 1 to Form S-4.

* * * * *

    2

We believe the responses provided
above fully address the Staff’s comments. If you have any questions, please call the undersigned at 305.982.5531.

    Sincerely,

    AKERMAN LLP

    /s/ Christina C. Russo

    For the Firm

    cc:
    Geoff Kruczek

    U.S. Securities and Exchange Commission

    Ondas Holdings Inc.

    Eric Brock, Chief Executive Officer

3

United States securities and exchange commission logo
October 18, 2022
Eric Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
411 Waverley Oaks Road, Suite 114
Waltham, Massachusetts 02452
Re:Ondas Holdings Inc.
Registration Statement on Form S-4
Filed September 23, 2022
File No. 333-267565
Dear Eric Brock:
            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-4 filed September 23, 2022
Certain U.S. Federal Income Tax Consequences of the Merger, page 11
1.We note the disclosure that the merger is "intended" to qualify for the tax treatment you
disclose. Please revise to clarify the tax consequences of the merger to investors and file a
tax opinion. It is permissible for such opinion to be a "should" or "more likely than not"
opinion, provided that the opinion and disclosure comply with Staff Legal Bulletin No.
19.

Background of the Merger, page 53
2.Please substantially revise the disclosure in this section to include a description of the
negotiations relating to the merger agreement.  For example, it is not clear what the initial

 FirstName LastNameEric Brock
 Comapany NameOndas Holdings Inc.
 October 18, 2022 Page 2
 FirstName LastName
Eric Brock
Ondas Holdings Inc.
October 18, 2022
Page 2
proposal was and how the terms evolved over the course of the negotiations, including the
nature and amount of consideration offered.
3.Please clarify the role of B. Riley throughout the negotiations. In this regard, we note the
reference on page 53 to "B. Riley provided Ondas a draft engagement letter for B. Riley to
serve as Ondas’ exclusive financial advisor in connection with the acquisition, merger or a
related transaction with Airobotics" and the disclosure on page 58 about "In reaching its
determination, the Ondas' Board consulted with Ondas management, as well as with
Ondas' financial, legal and strategic advisors."  Discuss the specific actions performed by
B. Riley in the course of its engagement.
4.Please quantify any fees payable to B. Riley for their services, including, if
applicable, fees payable upon consummation of the merger.  In this regard, we note the
statement on page 18 that "each has incurred and will continue to incur costs relating to
the Merger (including significant legal and financial advisory fees)."
Certain U.S. Federal Income Tax Consequences of the Merger, page 60
5.Please delete the term "certain" from the title of this section and from the first sentence in
this section.
            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 Thomas Jones, Staff Attorney, at 202-551-3602 or Geoff Kruczek, Senior
Attorney, at 202-551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christina C. Russo, Esq.

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ONDAS HOLDINGS INC.

411 Waverley Oaks Road, Suite 114

Waltham, MA 02452

July 12, 2022

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Ondas Holdings Inc.

Registration Statement on Form S-3

File No. 333-266011

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration Statement on Form
S-3 (File No. 333-266011) filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2022 be declared
effective by the Commission at 4:00 p.m. Eastern Time on Friday, July 15, 2022, or as soon thereafter as practical.

Please call Christina Russo at Akerman LLP at (305)
982-5531 as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

Sincerely,

/s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

United States securities and exchange commission logo
July 9, 2022
Eric Brock
Chairman and CEO
Ondas Holdings Inc.
411 Waverley Oaks Road
Suite 114
Waltham, MA 02452
Re:Ondas Holdings Inc.
Registration Statement on Form S-3
Filed July 1, 2022
File No. 333-266011
Dear Mr. Brock:
            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 Alex King at 202-551-8631 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Ondas Holdings Inc.

61 Old South Road, #495

Nantucket, Massachusetts 02554

October 28, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Gregory Herbers

  Re:
  Ondas Holdings Inc.

  Registration Statement on Form S-3

  File No. 333-260450

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration Statement on Form S-3 (File No.
333-260450) filed with the Securities and Exchange Commission (the “Commission”) on October 22, 2021 be declared effective
by the Commission at or after 4:00 p.m. Eastern Time on Monday, November 1, 2021, or as soon thereafter as practical.

Once the Registration Statement is declared effective, please orally
confirm that event with our counsel, Akerman LLP by calling Christina Russo at (305) 982-5531.

Very truly yours,

ONDAS HOLDINGS INC.

By: /s/ Stewart Kantor

Stewart Kantor

Chief Financial Officer

cc: Christina C. Russo, Akerman LLP

United States securities and exchange commission logo
October 28, 2021
Stewart Kantor
Chief Financial Officer
Ondas Holdings Inc.
61 Old South Road, #495
Nantucket, MA 02554
Re:Ondas Holdings Inc.
Registration Statement on Form S-3
Filed October 22, 2021
File No. 333-260450
Dear Mr. Kantor:
            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 Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christina Russo

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ONDAS HOLDINGS INC.

61 Old South Rd.

#495

Nantucket, MA 02554

February 3, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Ondas Holdings Inc.

    Registration Statement on Form S-3

    File No. 333-252571

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
promulgated under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration Statement on
Form S-3 (File No. 333-252571) filed with the Securities and Exchange Commission (the “Commission”) on January
29, 2021 be declared effective by the Commission at or before 4:00 p.m. Eastern Time on Friday, February 5, 2021, or as soon thereafter
as practical.

Please call Christina Russo or Michael Francis at Akerman LLP at
(305) 982-5531 or (305) 982-5581 as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

Sincerely,

/s/ Eric A. Brock

Eric A. Brock

Chief Executive Officer

United States securities and exchange commission logo
February 3, 2021
Eric A. Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
61 Old South Rd.
#495
Nantucket, MA 02554
Re:Ondas Holdings Inc.
Registration Statement on Form S-3
Filed January 29, 2021
File No. 333-252571
Dear Mr. Brock:
            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 Effie Simpson at (202) 551-3346 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Christina Russo

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ONDAS HOLDINGS INC.

165 Gibraltar Court

Sunnyvale, California 94089

December 1, 2020

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Ondas Holdings Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-249658

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Ondas Holdings Inc. (the “Company”) hereby requests that the effective
date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 p.m., Eastern Time, on Thursday, December
3, 2020, or as soon thereafter as is practicable.

The Company understands that the Securities
and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation
of the fact that the Company is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended,
as they relate to the proposed public offering of the securities specified in the Registration Statement.

Please call Christina Russo or Michael
Francis at Akerman LLP at (305) 982-5531 or (305) 982-5581, respectively, as soon as the Registration Statement has been declared
effective.

Thank you for your assistance.

    Sincerely,

    /s/ Eric A. Brock

    Eric A. Brock

    Chief Executive Officer

    cc:
    Sherry Haywood

    Securities and Exchange Commission

    Jay Ingram

    Securities and Exchange Commission

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December
1, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:
Sherry Haywood and Jay Ingram

    Re:
    REQUEST FOR ACCELERATION OF EFFECTIVENESS

    Ondas Holdings Inc. (CIK No. 0001646188)

    Registration Statement on Form S-1, as amended (File No. 333-249658)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned,
for itself and the several underwriters, hereby joins in the request of Ondas Holdings Inc. that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time, on Thursday, December
3, 2020, or as soon thereafter as is practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately
125 copies of the Preliminary Prospectus dated November 30, 2020 are expected to be distributed to prospective underwriters and
dealers, institutional investors, retail investors and others.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

[Remainder
of Page Intentionally Blank]

Sincerely,

OPPENHEIMER
& CO. INC.,

as
Representative of the Several Underwriters

    By:
    /s/
    Peter Bennett

    Name:
    Peter Bennett

    Title:
    Managing Director

Signature
Page to Underwriter Acceleration Request

United States securities and exchange commission logo
October 29, 2020
Eric A. Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
165 Gibraltar Court
Sunnyvale, California 94089
Re:Ondas Holdings Inc.
Registration Statement on Form S-1
Filed October 26, 2020
File No. 333-249658
Dear Mr. Brock:
            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 Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

December 11, 2019
Eric A. Brock
Chairman and Chief Executive Officer
Ondas Holdings Inc.
165 Gibraltar Court
Sunnyvale, CA 94089
Re:Ondas Holdings Inc.
Registration Statement on Form S-3
Filed December 5, 2019
File No. 333-235373
Dear Mr. Brock:
            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

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ONDAS HOLDINGS INC.

165 Gibraltar Court

Sunnyvale, California 94089

December 11, 2019

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Ondas Holdings Inc.

    Registration Statement on Form S-3

    File No. 333-235373

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations promulgated under the Securities Act of 1933, as amended, Ondas Holdings Inc. hereby requests that its Registration
Statement on Form S-3 (File No. 333-235373) filed with the Securities and Exchange Commission (the “Commission”) on
December 5, 2019 be declared effective by the Commission at 4:00 p.m. Eastern Time on Thursday, December 12, 2019, or as soon thereafter
as practical.

Please call Michael Francis or Christina Russo
at Akerman LLP at (305) 982-5581 or (305) 982-5531 as soon as the Registration Statement has been declared effective.

Thank you for your assistance.

Sincerely,

    /s/ Eric A. Brock

    Eric A. Brock

    Chief Executive Officer

May 7, 2018
Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand Street
Apartment 3G
New York, New York 10002
Re:Zev Ventures, Inc.
Form 10-K for the Year Ended December 31, 2017
Filed March 28, 2018
File No. 333-205271
Dear Mr. Turetsky:
            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.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

    MCMURDO
                                         LAW GROUP, LLC

        Matthew
        C. McMurdo | 917 318 2865 | matt@nannaronelaw.com

    3rd
                                         Floor

1185 Avenue of the Americas

        New
        York, NY 10036

May
3, 2018

Via
Edgar

United
State Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

Attention:   Heather
Clark

 Melissa
Raminpour

Re:
Zev Ventures, Inc.

Form
10-K for the Year Ended December 31, 2017

Filed
March 28, 2018

File
No. 333-205271

Dear
Ms. Clark and Ms. Raminpour:

We
are filing this correspondence regarding the annual report on Form 10-K (the “10-K”) in response to the letter, dated
April 24, 2018, (the “Letter”), sent to Zev Turetsky, regarding Zev Ventures, Inc. (the “Company”). This
response letter, along with the amended 10-K (the “10-K/A”), addresses the concerns you have expressed. The following
numbered responses correspond to the comment number in the Letter.

Form
10-K for the Year Ended December 31, 2017

Item
9A. Controls and Procedures, page 7

1.
Please amend your filing to provide management's annual report on internal control over financial reporting as required by Item
308(a) of Regulation S-K.

We
have filed the 10-K/A in order to comply with the reporting as required by Item 308(a) of Regulation S-K.

Please
direct your correspondence regarding this matter to the undersigned.

               Very truly yours,

  /s/
Matthew McMurdo, Esq.

    Matthew McMurdo, Esq.

cc:   Zev
Turetsky

        Chief
Executive Officer, Zev Ventures, Inc.

April 24, 2018
Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand Street
Apartment  3G
New York, New York 10002
Re:Zev Ventures, Inc.
Form 10-K for the Year Ended December 31, 2017
Filed March 28, 2018
File No. 333-205271
Dear Mr. Turetsky:
            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 10-K for the Year Ended December 31, 2017
Item 9A. Controls and Procedures, page 7
1.Please amend your filing to provide management's annual report on internal control over
financial reporting as required by Item 308(a) of Regulation S-K.
            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.

 FirstName LastNameZev Turetsky
 Comapany NameZev Ventures, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Zev Turetsky
Zev Ventures, Inc.
April 24, 2018
Page 2

            You may contact Heather Clark at 202-551-3624 or Melissa Raminpour at 202-551-
3379 with any questions.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Zev
Ventures, Inc.

500C Grand St.

Apartment 3G

New York NY,
10002

October
12, 2016

Via Edgar

    Re:

    Zev
    Ventures, Inc.

    Registration
    Statement on Form S-1

    Filed
    September 27th, 2016

    File
    No. 333-205271

After careful
consideration and to Whom It May Concern:

Pursuant
to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Zev Ventures, Inc.
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-1
(the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 9:00 a.m.,
Eastern Daylight Time on October 17th, 2016 or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which
case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance
with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s
counsel, Eilers Law Group, P.A.

The
Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have
joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

The Company
hereby acknowledges:

 · should
                                         the Commission or the staff, acting pursuant to delegated authority, declare the filing
                                         effective, 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 declaring
                                         the filing effective, 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 the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

    Sincerely,

    /Zev
    Turetsky/

    Zev
    Turetsky, Chief Executive Officer

    Zev
    Ventures, Inc.

      1

Mail Stop 3561
August  18, 201 6

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand St.
Apartment 3G
New York NY, 10002

Re: Zev Ventures, Inc.
  Amendment No. 8 to Registration Statement on Form  S-1
Filed  August 4 , 201 6
  File No.  333-205271

Dear Mr. Turetsky :

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 amen dment 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.   Unless we note
otherwise, our refere nces to prior comments are to comments in our July 28 , 201 6 letter .

General

1. Please provide an updated auditor’s consent in your next amendment.

2. Please provide updated financial statements pursuant to Rule 8 -08 of Regulation S -X in
your next amendment .

Zev Turetsky
Zev Ventures, Inc.
August  18, 2016
Page 2

 Certain Relationships and Related Transactions, page 22

3. We note your response to our prior comment 1.   Please disclose the amount of principal
paid on the loan.  Additionally d isclose why the company owes $45,503 when the amount
loaned was  only $26,303 .  Based on the notes to your financial statements it appears the
loan bears no interest.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and relate d matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859 with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

Mail Stop 3561
July 28, 201 6

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand St.
Apartment 3G
New York NY, 10002

Re: Zev Ventures, Inc.
  Amendment No. 7 to Registration Statement on Form  S-1
Filed  July 18 , 201 6
  File No.  333-205271

Dear Mr. Turetsky :

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 amendm ent 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.   Unless we note
otherwise, our referenc es to prior comments are to comments in our July 13 , 201 6 letter .

Certain Relationships and Related Transactions, page 22

1. Regarding the loan that Zev Turetsky made to the company, please disclose the amount
outstanding as of the latest practicable date  and the amount of principal paid.  We note
that you have provided disclosure only as of March 31, 2016.  Please refer to Item
404(a)(5) of Regulation S -K.  We also note that the loan amount disclosed on page 23 is
lower than the related party loan amounts  found in many parts of the financial statements
and notes thereto.  Please reconcile these disclosures or tell us why this is not necessary.

Zev Turetsky
Zev Ventures, Inc.
July 28, 2016
Page 2

 You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comme nts on the financial statements and related matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859 with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

Mail Stop 3561
July 13, 201 6

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand St.
Apartment 3G
New York NY, 10002

Re: Zev Ventures, Inc.
  Amendment No. 6 to Registration Statement on Form  S-1
Filed  June 28, 201 6
  File No.  333-205271

Dear Mr. Turetsky :

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 amendm ent 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.   Unless we note
otherwise, our referenc es to prior comments are to comments in our June 20, 201 6 letter .

Financial Statements

Statement of Stockholder’s Deficit, page 41

1. We note your header on page 41 refers to the statement of stockholder’s deficit for the
year ended December 31, 2015 as unau dited; however, your auditor’s report on page 27
indicates that the changes in stockholder’s deficit for the year ended December 31, 2015
was audited.   Please revise to correct the inconsistency.   Additionally, the header on page
41 refers only to the year  ended December 31, 2015.   In this regard, please revise to

Zev Turetsky
Zev Ventures, Inc.
July 13, 2016
Page 2

 include the period from inception (December 22, 2014) through December 31, 2014 as
well.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regar ding comments on the financial statements and related matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859 with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

Mail Stop 3561
June 20, 201 6

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand St.
Apartment 3G
New York NY, 10002

Re: Zev Ventures, Inc.
  Amendment No. 5 to Registration Statement on Form  S-1
Filed  June 6 , 201 6
  File No.  333-205271

Dear Mr. Turetsky :

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 n ot 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.   Unless we note
otherwise, our references to prior comments are to comments in our May 24 , 201 6 letter .

General

1. We note your updated consent included as exhibit 23.1.   Given that the consent
references an audit report dated February 15, 2016 and the act ual date on the audit report
is May 13, 2016, please revise to reference the appropriate audit report in an updated
consent.

2. In addition, the consent only references the audited period 2015 and should reference all
audited periods contained in the financi al statements by Dov Weinstein.   Please revise.

Zev Turetsky
Zev Ventures, Inc.
June 20, 2016
Page 2

 Financial Statements

Report of the Independent Registered Public Accounting Firm, page 25

3. We note your revised audit report references the balance sheet for “the period ended
December 31, 2014.”   However, the balance sheet date referred to in your auditor’s report
for fiscal 2014 should be as of  December 31, 2014 rather than for the “period ended
December 31, 2014” as the balance sheet represents a point in time.   In your next
amendment, please include a co rrected auditor’s report which refers to the appropriate
dates and periods per your financial statement.   Please be advised the third paragraph of
your audit report should be similarly revised.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3469 with any other questions.

Sincerely,

/s/ John Dana Brown

Attorney  Advisor
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

Mail Stop 3561
May 24, 201 6

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
500C Grand St.
Apartment 3G
New York NY, 10002

Re: Zev Ventures, Inc.
  Amendment No. 4 to Registration Statement on Form  S-1
Filed  May 13 , 201 6
  File No.  333-205271

Dear Mr. Turetsky :

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 amendme nt 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.   Unless we note
otherwise, our reference s to prior comments are to comments in our April 18 , 201 6 letter .

Dilution, page 10

1. We note your revised dilution table.  Please tell us how you determined the net tangible
book value per share at March 31, 2016 of $0.0023.  In this regard, it appears you have
negative net tangible book value of $(23,398) as of March 31, 2016 and negative net
tangible book value per share of $(.0078) based upon the amounts presented on the face
of your balance sheet.  Please advise or revise.

Zev Turetsky
Zev Ventures, Inc.
May 24, 201 6
Page 2

 Financial Statements

Report of the Independent Registered Public Accounting Firm , page 25

2. We note your revised audit report in response to our prior comment 9; however, the
balance sheet date referred to in your auditor’s report for fiscal 2014 should be as of
December 31, 201 4 rather than for the “period from inception (December 22, 2014)
through December 31, 2014” as the balance sheet represents a point in time.  In your next
amendment, please include a corrected auditor’s report which refers to the appropriate
dates and peri ods per your financial statement.

3. Your response to our prior comment 10 indicates that you had your auditor revise the
consent in Exhibit 23.1; however, it does not appear Exhibit 23.1 was included with your
amendment.  Please revise to include an updated consent which covers all periods
presented in the financial statements.

Report of the Independent Registered Public Accounting Firm , page 36

4. Please revise the date referenced within your review report with respect to the audit
report as of and f or the three month period ended March 31, 2016.  In this regard, we note
the actual audit report for the year ended December 31, 2015 is dated May 13, 2016
rather than February 15, 2016 as referred to in the review report.  Please correct this
inconsistenc y.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3469 with any othe r questions.

Sincerely,

/s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

Mail Stop 3561
April  18, 201 6

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
144-53 72nd Drive
Flushing, NY 11367

Re: Zev Ventures, Inc.
  Amendment No. 3 to Registration Statement on Form  S-1
Filed  March 22 , 201 6
  File No.  333-205271

Dear Mr. Turetsky :

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 a ppropriate, 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.   Unless we note
otherwise, our references to prior comments are to comments in our September 22, 2015  letter .

General

1. Please disclose that you are a shell company and provide the disclosures requested in
comment 2 of our letter dated July 23, 2015.  We continue to view your assets and
operations as  nominal.  Your revenue generating operations have consisted of buying
four seats at 20 New York Yankees games and selling those tickets on StubHub.  In
addition your assets as of December 31, 2015 consisted solely of $5,174 in cash and a
nominal amount of  ticket inventory.  While we note your response to us discussing past
and anticipated revenue growth, please note that the term “shell company” is defined in
Rule 405 of the Securities Act based on actual operations and assets without reference to
anticipa ted growth.  Alternatively, if your actual operations or assets are materially

Zev Turetsky
Zev Ventures, Inc.
April 18, 2016
Page 2

 different than those presented in your most recent filing you may provide us with detailed
facts and analysis demonstrating that you are not a shell company.

2. Please  revise disclosure regarding your revenues to be consistent with what is presented
in your financial statements .  In this regard we note from your financial statements that
you have generated some revenues, but page 1 states “to date we have recorded no
revenue,” and you “believe we can begin generating revenues within the first three
months following the successful completion of this Offering .”  Similarly, on page 2 you
state that “Zev Ventures, Inc. has had no minimal revenues to date  . . . .”

3. We note that you have provided data showing financial information through the period
ended December 31, 2015.  Please revise throughout your registration statement to align
your disclosures with these figures.  For instance, we note  that:

 In the risk factors sect ion on page 6, you state that you have accrued net losses
of $10,558 for the period from our inception on Dec ember 22, 2014 to June
30, 2015;
 In the executive compensation section on page 22, you present figures as of
June 30, 2015;
 In the beneficial owner ship section on page 23, you present figures as of June
30, 2015; and
 In the certain relationships and related transactions section on pages 23 and
24, you present figures as of June 30, 2015 and March 21, 2015.

4. Similarly, please revise throughout your registration statement to provide a current
picture of your operations.  In this regard, we note your disclosure on page 1 that you
“hope that we will be able to secure additional financing, and complete this Offering
within the coming months, to be able t o secure a team by Fall of 2015,” and on page 15
that “[t]hus far, the Company has purchased tickets for four adjacent seats at 20 New
York Yankees games during the 2015 MLB season.”

Summary Financial Information, page 2

5. Please revise to remove reference s to tables summarizing of your financial data since
none have been presented.

Dilution, page 11

6. Please revise to present your dilution information in the table on page 12 as of the most
recent date of December 31, 2015.  In this regard, we note that yo ur net tangible book
value per share would represent a negative amount per share.

Zev Turetsky
Zev Ventures, Inc.
April 18, 2016
Page 3

 Liquidity and Capital Resources, page 20

7. We note your disclosure that 3,000,000 shares were sold to Zev Turetsky on
December  22, 2015.  Based on the disclosures on pages 23 and 24, it appears this date
should reflect December 22, 2014 .  Please fix the discrepancy.

Financial Statements, page 25

8. Please revise to include the notes to the financial statements.

Report of the Independent Registered Public Accounting Firm , pag e 26

9. Please revise to provide an independent accountant’s report that refers to each period for
which audited financial statements are required.  In this regard, your auditor’s report
should reference both the year ended December 31, 2015 and the period f rom inception
(December 22, 2014) through December 31, 2014 and the respective balance sheet dates
for fiscal 2015 and 2014.

10. In addition, please note that the consent at Exhibit 23.1 should be similarly revised to
reference an audit report which covers all periods presented in the financial statements.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859  with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

Mail Stop 3561
September  22, 201 5

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
144-53 72nd Drive
Flushing, NY 11367

Re: Zev Ventures, Inc.
  Amendment No. 2 to Registration Statement on Form  S-1
Filed  September 8 , 201 5
  File No.  333-205271

Dear Mr. Turetsky :

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.   Unless we note
otherwise, our references to prior comments are to comments in our August 28 , 2015 letter .

General

1. We note your response to our prior comment 1.  Please disclose that you are a shell
company and provide the disclosures requested  in comment 2 of our letter dated July 23,
2015.  A ll three reports from your independent registered accounting firm assert that you
have not established a source of revenue , including the report dated A ugust 5, 2015
regarding your financial statements as of June 30, 2015 .  We also note that your financial
statements reflect only $1,702 in revenues to date and total assets consisting of $4,334 in
cash and $269 in inventory .  In light of these facts it app ears that you have nominal
operations and assets consisting of cash and nominal other assets.

Zev Turetsky
Zev Ventures, Inc.
September  22, 201 5
Page 2

 2. We note that you included a consent from your auditor with regard to the review report of
your June 30, 2015 financial statements.  Please also include a curren tly dated auditor’s
consent for the use of its audit report of your annual financial statements as of December
31, 2014.

Certain Relationships and Related Transactions, page 23

3. We note your disclosure that 3,000,000 shares were sold to Zev Turetsky  on March 31,
2015.  Based on the disclosures on pages 34 and 43, it appears this date should reflect
December 22, 2014.  Please reconcile or revise to correct the discrepancy.

4. Additionally, please reconcile bullet point disclosure on page 24 of 1,000,0 00 shares
issued to Zev Turetsky on December 22, 2014 with the disclosures contained in the notes
to the financial statements or revise to correct the discrepancy.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859  with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana Brown
Attorney Advisor
Office of Transpor tation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

Mail Stop 3561
August  28, 201 5

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
144-53 72nd Drive
Flushing, NY 11367

Re: Zev Ventures, Inc.
  Amendment No. 1 to Registration Statement on Form  S-1
Filed  August 14 , 201 5
  File No.  333-205271

Dear Mr. Turetsky :

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 a ppropriate, 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.   Unless we note
otherwise, our references to prior comments are to comments in our July 23, 2015 letter .

General

1. We note your response to our prior comment 2 and reissue in part.  Please reconcile your
response that “[g]iven the nature of [y]our business [you]  believe [y]our operations and
assets  are more than sufficient to be deemed greater than nominal” with your disclosure
on page 15 that “Zev Ventures, Inc. has nominal revenues to date, and has only limited
cash on hand.”   In addition please further  explain the nature of these revenues, as we note
that your  interim financial statement review report  on page 46  states that you “ha[ve] not
established a source of revenue . . . .”

Zev Turetsky
Zev Ventures, Inc.
August  28, 201 5
Page 2

 2. A currently dated consent of the independent registered public accountant should be
included as an exhibit in your nex t amendment to the Form S -1 registration statement.

3. We note certain sections of your filing have not been updated for the most recent interim
period ended June 30, 2015.   In this regard, disclosures on pages 2, 6, 11, 20, 22 and 24
are for the interim per iod ended March 31, 2015.   Please be advised this is not meant to
be an exhaustive list.   Please update the relevant sections of your filing accordingly.

Executive Compensation, page 22

4. Please reconcile the name of the  CEO  in the Summary Compensation Table  with the
name of the CEO found  elsewhere in the prospectus.

Certain Relationships and Related Transactions, page 23

5. Please tell us why you have removed the disclosure from this section regarding your
shareholder loans.  In this regard, we note your disclosure on page 47 that your total
liabilities consist of a $15,648 loan from a related party .  We also note disclosure of
related party loans from Mr. Zev Turetsky  in Note 6 on page 44.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859  with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana  Brown
Attorney Advisor
Office of Transportation and Leisure

cc: William Eilers
 Eilers Law Group, P.A.

July 23, 201 5

Zev Turetsky
Chief Executive Officer
Zev Ventures, Inc.
144-53 72nd Drive
Flushing, NY 11367

Re: Zev Ventures, Inc.
  Registration Statement on Form  S-1
Filed  June 26 , 2015
  File No.  333-205271

Dear Mr. Turetsky :

We have reviewed your 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 yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please provide us with copies of all written communications, as define d 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.

2. Based on the information provided in your filing, it appears that you are a shell company
as defined in Rule 405 under the Securities Act .  We note that you have minimal assets,
no revenues to date and appear to have no or nominal operations.   Please disclose  that
you are a shell company and caution investors as to the highly illiquid nature of an
investment in the company ’s shares. Throughout the prospectus discuss the restrictions
imposed on such companies, including the unavailability of Rule 144 of the Securities

Zev Turetsky
Zev Ventures, Inc.
July 23, 201 5
Page 2

 Act of 1933 for resales of restricted securities , including on page 17 . Alternatively, please
provide us with detailed facts and analysis demonstrating that you are not a shell
company.

3. Please revise throughout to provide consistency and clarity for your es timated expenses.
In this regard, we note that on page 1 you state that you expect $50,000 in costs for one
year to be a reporting company, yet on page 9 you state that you expect $20,000 in costs
annually to satisfy reporting obligations.  Similarly, on page 5 you state that the minimum
cost to develop your business plan will be $40,000, yet on page 6 you  state that a
minimum of $100,000 will be necessary to operate for one year.

Risk Factors, page 4

Risks Related to the Company, page 4

4. We note your d isclosure on page 1 that a key element of your business plan is the ability
to purchase sporting event tickets “in bulk directly from primary ticket vendors such as
Ticketmaster.”  It appears that primary ticket vendors such as Ticketmaster limit ticket
purchases to a specified number of tickets for each event, known as a “ticket limit ,”
which  can be as strict as two per household .  Please add a risk factor discussing the
potential effect that these “ticket limits” may have on your business.   In addition pl ease
revise references to buying in “bulk” on pages 1 and 15 to explain how such purchases
will be possible in light of these limitations.   In the alternative please tell us why such
revisions are not necessary.

5. Please add a risk factor discussing the risk that you may not be successful at selling
tickets you purchase at a markup  above the price you paid , or please tell us why such
disclosure is not necessary .  We note throughout the prospectus that you appear to take as
a given that you will be able to  sell at a markup.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commiss ion from taking any action with
respect to the filing;

Zev Turetsky
Zev Ventures, Inc.
July 23, 201 5
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and ac curacy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact Heather Clark at (202) 551 -3624  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matte rs.  Please
contact  Ryan Adams at (202) 551 -3191  or me at (202) 551 -3859  with any other questions.

Sincerely,

/s/ John Dana Brown

John Dana Brown
Attorney Advisor

cc: William Eilers
 Eilers Law Group, P.A.