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United States securities and exchange commission logo
May 12, 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. 3
Filed May 9, 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.
Form 1-A
Corporate Governance, page 43
1. We note your disclosure
that in early 2022 you discovered some technical deficiencies and
abnormalities in your
corporate charter amendments and corporate record keeping. Please
revise this section to
provide a more detailed description of the technical deficiencies and
abnormalities, the
steps you took to remediate the issue and any remaining risks to
investors.
General
2. Please provide audited
financial statements for the years ended December 31, 2021 and
2020 and an updated
auditor consent. Refer to Part F/S (b)(3)(A) of Form 1-A.
Annie Pratt
Atlis Motor Vehicles Inc
May 12, 2022
Page 2
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
prior to
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.
You may 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 12, 2022 Page 2
cc: Jordan Christensen
FirstName LastName