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
