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                            June 27, 2022

       Brent Willson
       Chief Executive Officer
       NeoVolta, Inc.
       13651 Danielson Street
       Suite A
       Poway, CA 92064

                                                        Re: NeoVolta, Inc.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed June 23, 2022
                                                            File No. 333-264275

       Dear Mr. Willson:

             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.

       Amendment No. 5 to Registration Statement on Form S-1 filed June 23,
2022

       Exhibits

   1.                                                   We note that each unit
being offered will now consist of one share of common stock and
                                                        two warrants each to
purchase one share of common stock. However, the first Whereas
                                                        clause in the Warrant
Agency Agreement filed as exhibit 4.4 to your amended
                                                        Registration Statement
on Form S-1 filed on May 20, 2022 refers to each unit consisting
                                                        of one share of common
stock and one warrant to purchase one share of common stock.
                                                        Please file as an
exhibit a revised Warrant Agency Agreement.
 Brent Willson
FirstName  LastNameBrent Willson
NeoVolta, Inc.
Comapany
June       NameNeoVolta, Inc.
     27, 2022
June 27,
Page 2 2022 Page 2
FirstName LastName
       You may contact Jeff Gordon at 202-551-3866 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:      Cavas Pavri, Esq.