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United States securities and exchange commission logo
August 11, 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 6 to Offering Statement on Form 1-A
Filed July 28, 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 our that 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 6 to Offering Statement on Form 1-A filed
July 28, 2020
ExA-12
Legality Opinion, page 1
1. Revise the legality
opinion to reflect that shares and not units of Class A common stock
are being offered.
Ex1A-13, page 1
2. Notwithstanding your
response to prior comment 3, the slide showing the company's
value of $166 million
at $8.24 per share was not removed. Please revise, or tell us why it
is appropriate to
include the slide.
You may contact Andi
Carpenter, Staff Accountant, at (202) 551-3645 or W. John Cash,
Mark Hanchett
Atlis Motor Vehicles, Inc.
August 11, 2020
Page 2
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
August 11, 2020 Page 2
cc: Annie Pratt
FirstName LastName