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United States securities and exchange commission logo
December 7, 2021
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles, Inc.
1828 North Higley Road, Suite 116
Mesa, Arizona 95864
Re: Atlis Motor
Vehicles, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Submitted on
November 24, 2021
File No. 024-11714
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 with
information so 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 comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
November 18, 2021 letter.
Amendment No. 1 to Form 1-A Filed November 24, 2021
Exhibits, page 74
1. Please include a
currently dated auditor's consent in your next amendment. Refer to Item
17.11 of Part III to
Form 1-A. Also, please include the consent in the exhibit list.
General
2. Please amend the
disclosure in your offering circular and in Part I of Item 4 of your Form
1-A to disclose the
aggregate offering price of your offering. In this regard, while you
disclose the total
maximum price to investors, you do not include an aggregate offering
price as defined in
Rule 251(a). When calculating the aggregate offering price, please
include the value of
the shares being offered to investors, and the value of
Mark Hanchett
Atlis Motor Vehicles, Inc.
December 7, 2021
Page 2
the bonus shares. Refer to the Note to Paragraph (a) in Rule 251 of
Regulation A. Please
ensure that the aggregate offering price disclosed in Part I is
consistent with the aggregate
offering price disclosed in your offering circular.
Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Jay
Ingram, Legal
Branch Chief at (202) 551-3397 with any questions.
FirstName LastNameMark Hanchett Sincerely,
Comapany NameAtlis Motor Vehicles, Inc.
Division of
Corporation Finance
December 7, 2021 Page 2 Office of
Manufacturing
FirstName LastName