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                             October 3, 2023

       Tom Wittenschlaeger
       Chief Executive Officer
       AYRO, Inc.
       900 E. Old Settlers Boulevard, Suite 100
       Round Rock, Texas 78664

                                                        Re: AYRO, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed September 27,
2023
                                                            File No. 333-274439

       Dear Tom Wittenschlaeger:

              We have conducted a limited review of your registration statement
and have the
       following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies 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 this letter, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-3

       General

   1.                                                   Given the size and
nature of the resale offering relative to the outstanding shares of
                                                        common stock held by
non-affiliates, it appears that this transaction may be an indirect
                                                        primary offering by or
on behalf of the company. Please provide us with your legal
                                                        analysis as to why the
transaction covered by the registration statement should be regarded
                                                        as a secondary offering
that is eligible to be made on a delayed or continuous basis under
                                                        Rule 415(a)(1)(i) of
the Securities Act. For guidance, please refer to Question 612.09 of
                                                        the Securities Act
Rules Compliance and Disclosure Interpretations.
 Tom Wittenschlaeger
FirstName
AYRO, Inc.LastNameTom Wittenschlaeger
Comapany
October    NameAYRO, Inc.
        3, 2023
October
Page 2 3, 2023 Page 2
FirstName LastName
        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 Mariam Mansaray at 202-551-6356 or Matthew Derby at
202-551-3334
with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Rick Werner