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United States securities and exchange commission logo
September 2, 2022
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles Inc
1828 N. Higley Road, Suite 116
Mesa, AZ 85205
Re: Atlis Motor
Vehicles Inc
Post-Qualification
Amendment No. 10 on Form 1-A
Filed August 29,
2022
File No. 024-11714
Dear Mr. Hanchett:
We have reviewed your amendment and have the following comment. In
our comment,
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 comment applies 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 this comment, we may have additional comments.
Post-qualification Amendment No. 10 on Form 1-A filed August 29, 2022
Corporate Reorganization, page 5
1. Please expand your
response to prior comment 1 to clarify on what exemption you will
rely for the exchange
between ATLIS and Atlis Motors and, if you intend to rely on
Regulation A+, how you
satisfy all applicable criteria, including the offering amount
limitation. Given that
your response to the third and fourth bullets of that comment states
you will "continue to
rely on Regulation A+" after the transactions, it is unclear how those
transactions will be
effected. It is similarly unclear how you concluded this offering and
the exchange will, on a
combined basis, not exceed $75 million. Your response merely
states, without detail
or analysis, that the total value of the offering will be below that
amount.
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
Mark Hanchett
Atlis Motor Vehicles Inc
September 2, 2022
Page 2
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.
Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram at (202)
551-3397 with
any other questions.
Sincerely,
FirstName LastNameMark Hanchett
Division of
Corporation Finance
Comapany NameAtlis Motor Vehicles Inc
Office of
Manufacturing
September 2, 2022 Page 2
cc: Mike Blankenship
FirstName LastName