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United States securities and exchange commission logo
May 27, 2020
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles, Inc.
7259 East Posada Avenue
Mesa, AZ 85212
Re: Atlis Motor
Vehicles, Inc
Offering Statement
on Form 1-A
Filed May 8, 2020
Amendments 1 and 2
to Offering Statement on Form 1-A
Filed May 8, 2020
and May 11, 2020
File No. 24-11207
Dear Mr. Hanchett:
We have reviewed your 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.
Offering Statement on Form 1-A filed May 4, 2020, as amended
General
1. There are disclosures
throughout the offering circular, particularly in "Offering Summary"
and "Our Business,"
suggesting that Altis Motor Vehicles, Inc. is not an
early development stage
company with existing capital resources sufficient only for 180
days and the need to
identify and secure additional financing to finalize its one product
prototype. As examples
only, we note the following disclosures:
"We're adding value
for customers across multiple target industries, including
construction,
agriculture, and logistics"
"Our modular design
allows the Atlis XP Platform to easily accommodate the sizes,
shapes, and use
cases of a variety of different work vehicles"; and
Mark Hanchett
FirstName LastNameMark Hanchett
Atlis Motor Vehicles, Inc.
Comapany NameAtlis Motor Vehicles, Inc.
May 27, 2020
Page 2
May 27, 2020 Page 2
FirstName LastName
"The Atlis Motor Vehicles Advanced Charging Station, or AAC,
technology
represents the pinnacle of charging infrastructure of the
future."
Please revise throughout the offering circular to remove any
implication that Altis
Motor Vehicles, Inc. is a fully operational company or that it
has finalized its product
development.
2. If, as indicated in your filing, Atlis Motor Vehicles, Inc. is an
early development stage
company, it is unclear how you can claim product superiority and
anticipated future
growth. We note the following statements:
"Our proprietary battery technology will allow us to deliver
unprecedented range and
charge times, and our vertically integrated hardware, software,
and infrastructure
business model will be the first of its kind";
"Atlis Motor Vehicles is poised to become a major player in the
battery industry";
"The XT pickup truck...is just the beginning of a long line of
vehicle solutions built
on our XP Platform"; and
"Ultimately, Atlis is building a technology platform that will
add value across the
globe..."
Please revise.
3. Please refer to the disclosures under "Offering Incentives." Please
tell us how the early
investor bonuses are consistent with the prohibition on delayed
primary offerings in Rule
251(d)(3). Also tell us how the incentives that you intend to offer
are consistent with the
pricing requirements in Rule 251.
4. We note the statements under "How We Will Generate Revenue." Please
revise to state
clearly that you have not generated any sales to date. Also revise to
clarify what you
mean by "shown interest" in your platform and why such interest leads
you to conclude
that you have reserved over $1.5 billion in sales.
5. Please revise throughout to explain the general development of your
business and
products over the past three years. Include in your revisions the
exact status of
development of the products referenced in your disclosure, your
accomplishments to date,
and any material hurdles that remain before commercialization. If your
previously
announced plans have changed, discuss the reasons for the change and
the impact on you.
We note, for example, that according to the offering memorandum you
filed on March 10,
2020, you stated that you expect to begin generating sales in June
2020. It appears from
your disclosure here, however, that you do not yet have a prototype
and do not expect
sales during the next year.
Cover Page of Offering Circular, page 1
6. Disclose which disclosure format is being followed in the offering
circular as required by
Part II(a)(1) of Form 1-A.
Mark Hanchett
Atlis Motor Vehicles, Inc.
May 27, 2020
Page 3
7. You disclose that the offering is a self-underwritten being conducted
on the company's
behalf by its directors, officers, and employees. Note 1 indicates
that you have not yet
determined whether you will require "service providers" for this
offering. However, the
"broker-dealer services agreement" with JumpStart Securities that is
filed as an exhibit
indicates that it is assisting you with this offering as a placement
agent. Please reconcile.
Also, as applicable, disclose any finder's fees or similar payments on
the cover page of the
offering circular with a reference to more complete disclosure within
the offering
circular. The disclosure must identify the finder, the nature of the
services rendered, the
nature of any relationship between the finder and the issuer, its
directors, officers,
promoters, principal stockholders, and underwriters, including any
affiliates of those
persons. See Instruction 5 to Part II, Item 1(e) of Form 1-A.
8. As a related matter, if JumpStart Securities is participating in the
offering, so indicate on
the cover page of the offering circular. Additionally, indicate the
fees that JumpStart
Securities is receiving for its services. Furthermore, describe in
detail any services that
JumpStart Securities is providing in the "Plan of Distribution"
section on page 78.
Risk Factors, page 12
9. Clarify under "We May Have Difficulty Protecting Our Intellectual
Property..." whether
the company has any issued patents. If so, describe the scope and the
duration of any
issued patent in the business section. If you no intellectual
property, revise to state so
directly.
10. Notwithstanding the disclaimers of liability under "Force Majeure" and
"COVID-19
Global Pandemic," revise to clarify that a court of competent
jurisdiction may decide
otherwise. Additionally, disclose the consequences to the company of a
determination
denying the company's disclaimers of liability by a court of competent
jurisdiction.
Property, page 73
11. File the lease agreement with Majestic Mesa Partners as an exhibit to
the Form 1-A. See
Part III, Item 17(6)(b)(iv) of Form 1-A. Also clarify the nature of
the facility that you say
you occupy. For example, do you share office space?
Executive Compensation, page 74
12. Provide the annual compensation of each of the three highest paid
persons who were
executive officers or directors during the last completed fiscal year in
the tabular format
specified by Part II, Item 11(a) of Form 1-A. Please also reconcile the
cash compensation
disclosed here with the salary expense amounts in your financial
statements. Also provide
FirstName LastNameMark Hanchett
the aggregate annual compensation of directors as group for the
company's last completed
Comapany NameAtlis Motor by Part II,Inc. 11(b) of Form 1-A, and specify the
total number of
fiscal year as required Vehicles, Item
May 27, 2020 Pagethe group.
directors in 3
FirstName LastName
Mark Hanchett
FirstName LastNameMark Hanchett
Atlis Motor Vehicles, Inc.
Comapany NameAtlis Motor Vehicles, Inc.
May 27, 2020
Page 4
May 27, 2020 Page 4
FirstName LastName
Management, page 74
13. For each director, executive officer, and significant employee,
provide the information in
the tabular format specified by Part II, Item 10(a) of Form 1-A.
Security Ownership of Certain Beneficial Owners and Management, page 74
14. Include the information specified in Part II, Item 12(a) of Form 1-A
as of the most recent
date practicable, stating the date used, in the tabular format
specified. Ensure the
information that you provide is for each class of your voting
securities. In this regard, we
note the information currently refers only to Class D stock.
Description of Securities, page 75
15. Disclosure indicates that the company has 60 million shares of
authorized common stock,
whereas the certificate of incorporation filed as Ex1A-2 to the Form
1-A indicates that the
company has 10 million shares of authorized common stock. We also note
that your
financial statements indicate that you have 17,857,143 authorized
shares. File as an
exhibit the amendment to the certificate of incorporation reflecting
that the company has
60 million shares of authorized common stock, or tell us what exhibit
includes that
information.
16. Disclose that all vested Class D common stock will convert to Class A
common stock
upon the termination or resignation of the employee. We note the
disclosure in Ex1A-3 to
the Form 1-A. Additionally, disclose the conversion ratio of the Class
D common stock to
the Class A common stock.
Plan of Distribution, page 78
17. If this is a self-underwritten offering being conducted on the
company's behalf by its
directors, officers, and employees, please disclose the exemption from
registration as a
broker-dealer upon which your directors, officers, and employees are
relying, and describe
briefly the facts that support their reliance on the exemption. Also,
please specify the
amounts of salary each of your officers will receive from the proceeds
of this offering, as
indicated in note 2 under the caption "Use of Proceeds."
18. Disclosure that the offering will terminate on the earlier of November
30, 2020, the date
on which the maximum offering is sold, or when your board of directors
decides is
inconsistent with disclosure on the cover page of the offering
circular that the offering will
terminate on the earlier of October 31, 2020 or the date on which the
maximum offering is
sold. Additionally, these disclosures are inconsistent with the risk
factor disclosure that
"We May Terminate This Offering At Any Time." Please reconcile the
disclosures.
ExA-15, page 1
19. Please include an exhibit index in your offering statement, not as an
exhibit to your
Mark Hanchett
FirstName LastNameMark Hanchett
Atlis Motor Vehicles, Inc.
Comapany NameAtlis Motor Vehicles, Inc.
May 27, 2020
May 27, 2020 Page 5
Page 5
FirstName LastName
offering statement. File the subscription agreement as an exhibit
required by Part III, Item
17(4) of Form 1-A, the legality opinion as an exhibit required by Part
III, Item 17(12) of
Form 1-A, and any exhibits required by Part III, Item 17(13) of Form
1-A.
20. Disclosure under "Risk Factors" in Part II of the Form 1-A indicates
that you have short
term, interim employment agreements with your executive officers. File
the agreements
as exhibits to the Form 1-A. See Part III, Item 17(6)(b)(i) of Form
1-A.
Ex-96, page 1
21. The Form 1-A must be signed by the company's principal financial
officer and principal
accounting officer. See Instruction 1 for signatures on Form 1-A.
Additionally, where
one person occupies more than one of the specified positions, for
example, principal
financial officer and principal accounting officer, he must indicate
each capacity in which
he is signing the Form 1-A. Please revise.
Offering Statement on Form 1-A filed May 4, 2020, as amended
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
55
22. Revise to discuss your company's financial condition, changes in
financial condition and
results of operations for each year for all years presented in the
financial statements,
including the causes of material changes from year to year or period
to period in financial
statement line items. Refer to Instructions to Item 9 of Form 1-A.
Independent Auditor's Report, page 84
23. Your auditor's report opines on the financial statements as of April
21, 2020, and for the
year then ended. Please have your auditor revise the report to opine
on your company's
financial statements, including the statement of stockholders' equity,
for the fiscal years
ended December 31, 2019 and 2018.
Financial Statements, page 86
24. We note that the statement of stockholders' equity is not included in
this filing. Please file
the audited statement of the changes in stockholders' equity for each
of the fiscal years
ended December 31, 2018 and 2019. Refer to Instruction Part
F/S(c)(1)(i) of Form 1-A
and Rule 8-02 of Regulation S-X.
25. Present the earning per share information on the face of the income
statements for all
periods in accordance with ASC 260-10-45-2. Also, disclose all
information required
under ASC 260-10-50 in a separate note.
Equity-Based Compensation, page 96
26. For each share-based payment arrangement, please present all required
disclosure under
Mark Hanchett
Atlis Motor Vehicles, Inc.
May 27, 2020
Page 6
ASC 718-10-50.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
before qualification.
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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
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
May 27, 2020 Page 6
cc: Annie Pratt
FirstName LastName