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United States securities and exchange commission logo
July 28, 2020
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles, Inc.
7259 East Posada Avenue
Mesa, AZ 85212
Re: Atlis Motor
Vehicles, Inc
Pre-qualification
Amendment 5 to Offering Statement on Form 1-A
Filed July 16, 2020
File No. 24-11207
Dear Mr. Hanchett:
We have reviewed your amended offering statement and have the
following
comments. In some of our comments we may ask you to provide us
information so that we may
better understand your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response.
After reviewing any amendment to your offering statement and the
information that you
provide in response to these comments, we may have additional comments.
Pre-qualification Amendment 5 to Offering Statement on Form 1-A filed
July 16, 2020
The Offering, page 9
1. Disclosure here and
under "Dilution" on page 34 that there are 17,082,467 shares of
common stock
outstanding before the offering is inconsistent with disclosure in Part I that
there are 4,871,129
Class A shares of common stock and 12,225,048 Class D of common
stock which total
17,096,177 shares of common stock outstanding and with disclosure on
page 52 that there are
4,871,129 Class A shares of common stock and 12,280,753 Class D
shares of common stock
which total 17,151,882 shares of common stock outstanding.
Please reconcile the
disclosures. Additionally, indicate by footnote or otherwise on page 9
the number of Class A
shares of common stock and the number of Class D shares of
common stock
outstanding before the offering.
Mark Hanchett
FirstName
Atlis MotorLastNameMark
Vehicles, Inc. Hanchett
Comapany
July NameAtlis Motor Vehicles, Inc.
28, 2020
July 28,
Page 2 2020 Page 2
FirstName LastName
Ex1A-4
Subscription Agreement, page 1
2. Revise the disclosure that the offering will close the first of (i)
November 30, 2020,
subject to an extension of 180 days, (ii) the date on which the
maximum offering is sold,
or (iii) when the board of directors elects to terminate the offering
so that it is consistent
with the disclosure in the offering circular that the offering will
terminate the earliest of (i)
January 15, 2021, subject to an extension of up to 180 days, (ii) the
date on which the
maximum offering is sold, or (iii) when the board of directors elects
to terminate the
offering.
Ex1A-13, page 1
3. Notwithstanding your response to prior comment 11, the slide was not
removed. Please
revise, or tell us why it is appropriate to include the company's
valuation and price per
share.
You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or
W. John Cash,
Accounting Branch Chief, at (202) 551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Geoffrey D. Kruczek, Senior Counsel, at (202) 551-3641 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Annie Pratt