August 23, 2024

Richard Coulombe
Chief Financial Officer
The Lion Electric Company
921 Chemin de la Riviere-du-Nord
Saint-Jerome (Quebec) J7Y5G2

       Re: The Lion Electric Company
           Form 40-F for the Year Ended December 31, 2023
           File No. 001-40387
Dear Richard Coulombe:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 40-F for the Year Ended December 31, 2023
Exhibit 99.3 Audited Financial Statements
Note 3.4 Revenue, page 9

1.     We note your disclosure in the notes to the financial statements that
your principal sources
       of revenue are the sale of all-electric medium and heavy-duty urban
vehicles and that you
       also enter into sales contracts for other products including energy
infrastructure, vehicle
       parts, and related services. We also note from your disclosure on page
23 of your MD&A
       section in Exhibit 99.2 that you describe the change in revenue each
period by detailing
       the number of trucks and school buses sold each year (as well as by
specific geography)
       and that changes in gross profit/loss in a period are affected by
product mix. Please tell us
       how you have considered the requirements for disclosure of disaggregated
revenue for
       categories such as school buses versus trucks as well as for sales of
services and parts
       other than buses or trucks that have generated revenue. Please refer to
the guidance in
       paragraph 114 of IFRS 15. See also paragraph 32 of IFRS 8.
 August 23, 2024
Page 2

Note 3.24 Provisions, Contingent Assets and Contingent Liabilities, page 20

2.     We note from your disclosure on page 41 of Exhibit 99.1 and page 77 of
Exhibit 99.2, that
       on November 1, 2023, a complaint was filed against the pre-Business
Combination
       directors and officers of NGA, now a wholly-owned subsidiary of the
Company, and
       Northern Genesis Sponsor, LLC, the sponsor of NGA   s special purpose
acquisition
       company merger with a wholly-owned subsidiary of the Company in May 2021
alleging,
       among other things, that the director and officer defendants and NGA   s
sponsor breached
       their fiduciary duties in connection with the Business Combination as
well as a related
       claim for unjust enrichment as a result of the challenged Business
Combination. We also
       note the disclosure in these sections that you consider the claims
raised in the Complaint
       to be without merit and intend to defend against them vigorously and at
this time, it is not
       possible to estimate potential losses, if any, related to the Complaint.
Please revise the
       notes to the financial statements in future filings to include
disclosure of the nature of this
       contingent liability as well as any other applicable contingent
liabilities, and an estimate
       of its financial effect as prescribed by the guidance in paragraph 86 of
IAS 37.


Exhibit 99.2 Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations
Cost of Sales, page 23

3.     We note your disclosure that cost of sales amounted to $259.0 million
for the year ended
       December 31, 2023, representing an increase of $106.2 million, compared
to the year
       ended December 31, 2022. The increase was primarily due to increased
sales volumes and
       higher production levels, increased fixed manufacturing and inventory
management
       system costs related to the ramp-up of production capacity, higher raw
material and
       commodity costs, and the impact of the inflationary environment. Please
revise future
       filings to include quantification of each significant factor that
contributed to the change in
       cost of sales.


Reconciliation of Adjusted Gross Profit (loss) and Adjusted Gross Margin, page
32

4.     We note that you present Adjusted Gross Profit which includes an
adjustment for the
       inventory write-down related to the delay of start of commercial
production of LionA and
       LionM minibuses. Because this inventory adjustment relates to a
management decision
       regarding production, it appears that it represents normal, recurring
operating expenses
       which would not be an appropriate non-GAAP adjustment. Please advise or
revise to
       remove this adjustment. See guidance in Question 100.01 of the SEC Staff
  s Compliance
       & Disclosure Interpretations on Non-GAAP Financial Measures. This would
also apply
       to the inventory adjustment in your Adjusted EBITDA measure.
 August 23, 2024
Page 3

       In closing, 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.

       Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at
202-551-3629 with
any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing