Xos, Inc. — Regulatory Filings 2022

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XOS, INC. 3550 Tyburn Street

Los Angeles, California 90065

October 13, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (File No. 333-267690) (the “ Registration Statement ” ) to become effective on October 17, 2022, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of David Peinsipp and Rachel Proffitt of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with David Peinsipp of Cooley LLP, counsel to the Registrant, at (415) 693-2177, or in his absence, Rachel Proffitt at (415) 693-2031.

Very truly yours,

Xos, Inc.

By: /s/ Christen Romero

Christen Romero

General Counsel

cc: David Peinsipp, Cooley LLP

Rachel Proffitt, Cooley LLP