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                              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.
 Eric Brock
FirstName  LastNameEric   Brock
Ondas Holdings   Inc.
Comapany 9,
November   NameOndas
              2022     Holdings Inc.
November
Page 2     9, 2022 Page 2
FirstName LastName
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.