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United States securities and exchange commission logo
July 9, 2020
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles, Inc.
7259 East Posada Avenue
Mesa, AZ 85212
Re: Atlis Motor
Vehicles, Inc
Amendment No. 4 to
Offering Statement on Form 1-A
Filed June 26, 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 4 to Offering Statement on Form 1-A filed
June 26, 2020
Cover Page of Offering Circular, page 1
1. Revised disclosure that
JumpStart Securities, LLP or JumpStart is the underwriter for the
offering on a best
efforts basis is inconsistent with Section 1.d. of the broker-dealer
services agreement
filed as Ex1A-1 that JumpStart is not acting as a placement agent or
underwriter for the
offering. Likewise, your disclosures on pages 23 and 58 indicate that
your officers and
directors are conducting this offering. Please reconcile the disclosures.
Alternatively, if
JumpStart is the underwriter for the offering on a best efforts basis, file
the underwriting
agreement as an exhibit to the Form 1-A.
2. Revised disclosure that
if on the initial closing date less than the maximum offering has
been sold, then the
company may hold one or more additional closings for additional sales
until the earlier of
(i) the sale of the maximum offering is sold or (ii) the termination date
Mark Hanchett
FirstName
Atlis MotorLastNameMark
Vehicles, Inc. Hanchett
Comapany
July 9, 2020NameAtlis Motor Vehicles, Inc.
July 9,2 2020 Page 2
Page
FirstName LastName
is inconsistent with other disclosure on the cover page and on page 58
of the offering
circular that the offering will terminate on the earlier of (i)
November 30, 2020, 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.
Please reconcile the
disclosures.
The Offering, page 9
3. Disclosure here and on page 34 that there are 17,151,882 shares
outstanding before the
offering is inconsistent with disclosure in Part I and on page 57 of
the offering circular
that there are 17,096,177 shares outstanding before the offering,
consisting of 4,871,129
Class A shares and 12,225,048 Class D shares. Please reconcile the
disclosures.
Uncertainty exists as to whether our business will have sufficient funds...,
page 10
4. Revised disclosure in the third paragraph that expected gross proceeds
of the offering are
$23,750,000 is inconsistent with disclosure on the front cover page of
the offering circular
and elsewhere that gross proceeds of the offering are expected to be
$25 million. Please
reconcile the disclosures.
Financial Statements
Statement of Changes in Shareholders' Equity, page 68
5. As requested in prior comment 14, your company's "Statement of Changes
in
Shareholders' Equity" does not reflect all common stock issued in
2019. On pages 40
through 44, your company issued 4,034,321 shares of common stock,
raising
$1,244,038.67. The "Statement of Shareholders' Equity" shows, however,
that your
company issued 6,030,995 shares of common stock and raised $531,876.
Please revise to
reconcile the difference.
6. Revise the cash flows from financing activities on the "Statement of
Cash Flows" to
reflect all cash proceeds that your company received from common stock
issuance
disclosed on pages 40 through 44 for FY 2018 and FY 2019.
Note E - Equity Based Compensation, page 73
7. We note that the total fair value of "vested" stock options in 2019 is
$1,698,568 on page
73. We note also that $1,698,568 is related to "unearned" stock
compensation on page
68. Please note that if the stock options are vested, the compensation
is earned. Please
revise your stockholders' equity based on our concern, or tell us why
your presentation of
"unearned" stock compensation is appropriate, citing applicable U.S.
GAAP.
8. On page 44, we note your company issued 1,866,674 shares as employee
awards and
130,000 shares to consultants on December 31, 2019. Please explain how
you account for
these shares and where on the statement of equity, the income
statement, and the
statement of cash flows you recorded these issuances.
Mark Hanchett
Atlis Motor Vehicles, Inc.
July 9, 2020
Page 3
Ex1A-4
Subscription Agreement, page 1
9. Revised disclosure in Section 1(b) of the subscription agreement states
that the investor
acknowledges receiving and reviewing the SEC reports, including the
offering circular.
While we would not object to having an investor acknowledge that he has
received
those documents, it appears inappropriate to have an investor acknowledge
that he
has "reviewed" those documents. Please revise.
10. Revised disclosure in Section 4(b) of the subscription agreement refers
to the "qualified"
offering circular filed on May 4, 2020. As requested in prior comment 17,
please remove
the word "qualified." Additionally, revised disclosure refers to "POS
Offering Circulars"
filed on June 5, 2020 and June 18, 2020. The EDGAR system reflects that
the company
filed pre-qualification amendments to the offering circular on June 5,
2020 and June 26,
2020 which were not "POS Offering Circulars." Please revise.
Ex1A-12
Legality Opinion, page 1
11. As requested in prior comment 20, counsel must consent also to being
named in the
offering circular. Please revise.
Ex1A-13
Testing the waters, page 1
12. Notwithstanding your response to prior comment 21, the slide was not
removed. Please
revise, or tell us why it is appropriate to include the slide stating the
company's valuation
and price per share data.
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,
FirstName LastNameMark Hanchett
Division of
Corporation Finance
Comapany NameAtlis Motor Vehicles, Inc.
Office of
Manufacturing
July 9, 2020 Page 3
cc: Annie Pratt
FirstName LastName