December 18, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jennifer Angelini
| Re: | Forza X1, Inc. Registration Statement on Form S-3, as amended File No: 333-274925 Request for Acceleration |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Forza X1, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3, as amended (File No. 333-274925), to become effective on Wednesday, December 20, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.
The Registrant understands that the Staff of the Commission will consider this request as confirmation by the Registrant that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.
The Registrant hereby authorizes its counsel, Leslie Marlow, Esq. or Patrick Egan, Esq. of Blank Rome LLP, to orally modify or withdraw this request for acceleration. Please contact Ms. Marlow at (212) 885-5358 or Mr. Egan at (212) 885-5346 with any questions you may have concerning this request, and please notify either Ms. Marlow or Mr. Egan when this request for acceleration has been granted.
| Very truly yours, | ||
| FORZA X1, INC. | ||
| By: | /s/ Jim Leffew | |
| Name: | Jim Leffew | |
| Title: | President and Chief Executive Officer | |
| cc: |
Joseph C. Visconti, Executive Chairman, Forza X1, Inc. Leslie Marlow, Esq., Blank Rome LLP |