United States securities and exchange commission logo





                            January 29, 2024

       Brian Schaffner
       Chief Executive Officer
       Expion360 Inc.
       2025 SW Deerhound Ave.
       Redmond, OR 97756

                                                        Re: Expion360 Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed January 23,
2024
                                                            File No. 333-276663

       Dear Brian Schaffner:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              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.

       Registration Statement on Form S-1 filed January 23, 2024

       General

   1.                                                   Please update your
director compensation table for the fiscal year ended December 31,
                                                        2023.
   2.                                                   We note that you
incorporate information by reference into your registration statement.
                                                        However, since you have
not filed your Form 10-K for the fiscal year ended December 31,
                                                        2023, you are not
eligible to incorporate by reference. See General Instruction VII.C of
                                                        Form S-1. Please amend
the registration statement to either remove references to
                                                        incorporation by
reference, or file your Form 10-K for the fiscal year ended December 31,
                                                        2023, and update
accordingly.
 Brian Schaffner
FirstName
Expion360 LastNameBrian Schaffner
           Inc.
Comapany
January 29,NameExpion360
            2024         Inc.
January
Page 2 29, 2024 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 Erin Donahue at 202-551-6063 or Erin Purnell at
202-551-3454 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:      Ryan Wilkins