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United States securities and exchange commission logo
August 23, 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. 9 on Form 1-A
Filed August 8,
2022
File No. 024-11714
Dear Mr. Hanchett:
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-Qualification Amendment No. 9 on Form 1-A filed August 8, 2022
Corporate Reorganization, page 5
1. We note the disclosures
regarding your planned listing and corporate reorganization.
Please revise to
clarify the following:
the chronological
timing of each step involved in the listing and reorganization
transactions;
what company will
be listed and file the post-qualification amendment and Form 8-
A. This offering
statement indicates that Atlis Motors has filed or will file the
documents, but your
disclosure suggests that ATLIS will be the listed company;
explain on what
exemption you will rely regarding the exchange between ATLIS and
Atlis Motors.
Include in your response the facts supporting the exemption you claim;
and
if you intend to
rely on Regulation A+ for that exchange, explain how you met each
Mark Hanchett
Atlis Motor Vehicles Inc
August 23, 2022
Page 2
of the applicable criteria to conduct that transaction. Include in
your response how
Atlis Motors' offering amount would impact the availability of
Regulation A+.
Experts, page 68
2. Reconcile the disclosure here regarding the identity of counsel who will
provide the
opinion with the identity of counsel in the opinion actually filed with
this offering
statement.
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.
Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal
Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
FirstName LastNameMark Hanchett
Division of
Corporation Finance
Comapany NameAtlis Motor Vehicles Inc
Office of
Manufacturing
August 23, 2022 Page 2
cc: Mike Blankenship
FirstName LastName