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United States securities and exchange commission logo
December 27, 2022
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles Inc
1828 N Higley Rd., Suite 116
Mesa, Arizona 85205
Re: Atlis Motor
Vehicles Inc
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted December
19, 2022
CIK No. 0001722969
Dear Mark Hanchett:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Registration Statement on Form S-1
General
1. We note your response
to comment 1 and are unable to concur with the company's
conclusion that Section
2.3(b)(v) of the Securities Purchase Agreement is not a closing
condition within the
investor s control. Please revise or remove "or any material adverse
change in, any
financial market which, in each case, in the reasonable judgment of such
Purchaser, makes it
impracticable or inadvisable to purchase the Securities at each
applicable Closing" in
Section 2.3(b)(v).
2. We note your response
to comment 2 and your disclosure related to the Amended
Collaboration Agreement
on page 51. Please revise the disclosure on page 51 to disclose
the term, including the
renewal term, of the agreement.
Mark Hanchett
Atlis Motor Vehicles Inc
December 27, 2022
Page 2
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
December 27, 2022 Page 2 Office of
Manufacturing
FirstName LastName