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United States securities and exchange commission logo
May 18, 2022
Annie Pratt
President
Atlis Motor Vehicles Inc
1828 N. Higley Rd. Suite 116
Mesa, AZ 85205
Re: Atlis Motor
Vehicles Inc.
Offering Statement
on Form 1-A
Post-qualification
Amendment No. 4
Filed May 17, 2022
File No. 024-11714
Dear Ms. Pratt:
We have reviewed your amendment 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.
Post-effective amendment Filed May 17, 2022
Corporate Governance, page 43
1. Please revise to
disclose the date of the shareholder notification and disclose whether you
have received the
Certificates of Validation from the State of Delaware.
General
2. We note that your
auditor s consent is dated December 8, 2021. Please file an
updated auditor s
consent in connection with your audited financial statements.
Annie Pratt
Atlis Motor Vehicles Inc
May 18, 2022
Page 2
Please contact Evan Ewing, Staff Attorney at (202) 551-5920 or Sherry
Haywood, Staff
Attorney at (202) 551-3345 with any questions.
Sincerely,
FirstName LastNameAnnie Pratt
Division of
Corporation Finance
Comapany NameAtlis Motor Vehicles Inc
Office of
Manufacturing
May 18, 2022 Page 2
cc: Jordan Christensen
FirstName LastName