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United States securities and exchange commission logo
January 13, 2023
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles Inc
1828 N Higley Rd., Suite 116
Mesa, Arizona 85205
Re: Atlis Motor
Vehicles Inc
Registration
Statement on Form S-1
Filed January 4,
2023
File No. 377-06412
Dear Mark Hanchett:
We have reviewed your registration 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 registration
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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Summary Compensation Table, page 68
1. Please update your
compensation disclosure to reflect the fiscal year ended December 31,
2022.
Exhibits
2. We note your Form 8-K
filed January 6, 2023. Please include the Form of Amendment
No. 1 to Securities
Purchase Agreement and Form of Amendment No. 1 to Registration
Rights Agreement as
exhibits to the registration statement.
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
Mark Hanchett
Atlis Motor Vehicles Inc
January 13, 2023
Page 2
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ernest Greene at 202-551-3733 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other
questions.
FirstName LastNameMark Hanchett Sincerely,
Comapany NameAtlis Motor Vehicles Inc
Division of
Corporation Finance
January 13, 2023 Page 2 Office of
Manufacturing
FirstName LastName