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United States securities and exchange commission logo
December 14, 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. 2 to
Offering Statement on Form 1-A
Submitted on
December 9, 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
December 7, 2021 letter.
Amendment No. 2 to Form 1-A Filed December 9, 2021
General
1. We note your response
to prior comment two. Please revise Part I, Item 4 of the Form 1-
A, the Offering
Circular Cover Page, Use of Proceeds and Dilution sections to disclose the
$15.88 fixed price per
share and the $11,496,850 aggregate offering price attributable to
the 723,983 securities
being offered.
Mark Hanchett
Atlis Motor Vehicles, Inc.
December 14, 2021
Page 2
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 14, 2021 Page 2 Office of
Manufacturing
FirstName LastName