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                              October 24, 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 October 10,
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 a 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 filed October 10,
2023

       General

   1.                                                   Please revise your
disclosure to prominently discuss the dilution that will occur to existing
                                                        shareholders as a
result of the registration and sale of the shares being registered in this
                                                        transaction. As part of
your disclosure, be sure to provide qualitative and quantitative
                                                        disclosure regarding
the the percentage of shares being registered compared to the number
                                                        currently outstanding
and the impact this transaction will have on existing shareholders.
                                                        In addition, revise
your risk factor disclosure as appropriate.
 Tom Wittenschlaeger
FirstName
AYRO, Inc.LastNameTom Wittenschlaeger
Comapany
October 24,NameAYRO,
            2023       Inc.
October
Page 2 24, 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 202-551-5176 or Matthew Derby at
202-551-3334
with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Rick Werner