United States securities and exchange commission logo
December 5, 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. 1 to
Draft Registration Statement on Form S-1
Submitted November
21, 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.
Draft Registration Statement on Form S-1
General
1. Generally, securities
issued in a private transaction may not be registered for resale until
after the private
placement is completed. In this regard, we note that your
private placement
investors do not appear to be irrevocably bound to purchase the second
tranche securities
because there are conditions to closing that are within the control of the
investors. The closing
condition set forth in Section 2.3(b)(v) of the Securities Purchase
Agreement states "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." Please provide your analysis
regarding how
registration is appropriate given this provision. For guidance, refer to
Mark Hanchett
Atlis Motor Vehicles Inc
December 5, 2022
Page 2
Securities Act Sections Compliance & Disclosure Interpretation 139.11.
2. We note that certain information in Exhibit 10.6 has been redacted.
Please supplementally
provide us with your analysis as to why the information omitted from
Section 2 of the
agreement is not material. Please contact the legal staff associated
with the review of this
filing to discuss how to submit your analysis.
Our A&R Bylaws include forum selection provisions..., page 39
3. On page 39 you state that your "exclusive forum provision will not
apply to actions
brought under the Securities Act or the rules and regulations
thereunder...," however,
Article 9 of your amended and restated bylaws states that the federal
district courts shall
be the exclusive forum for any complaint asserting a cause of action
under the Securities
Act and the Exchange Act. Please revise.
Business, page 43
4. We note your responses to comments 14 and 15. We further note your
revised disclosure
that (i) as of November 2022 you are producing the AMV Energy Cell in
a mass
production pilot program with a daily production target of 30 cells
per day, (ii) you expect
production to scale as the 30 pack, AMV XP and AMV XT enter production
and (iii) that
you have received non-binding LOIs/MOUs for over 9500 battery packs,
which you
expect to begin delivery in 2023. While your current pilot production
capacity appears to
cover your current non-binding LOIs/MOUs, please revise to disclose if
you intend to
further increase your production capacity in 2023. Specifically,
discuss in detail how you
will ramp to the mass production of any additional product in 2023 and
2024.
5. We note your response to comment 17 and reissue in part. Please revise
your disclosure to
fully describe your competitive position on page 50.
Company and Industry Outlook, page 54
6. We note your disclosure on page 49 that you have agreed to supply AMV XT
pickup
trucks in limited volume in 2024, with up to a total of 19,000 XT pickup
trucks through
2027, however, we also note your disclosure on page 54 that you intend
to begin
FirstName LastNameMark Hanchett
production of AMV XT pickup trucks in fiscal year 2026. Please revise
your disclosure to
Comapany NameAtlis
clarify Motor
your current Vehicles production
anticipated Inc schedule of AMV XT pickup
trucks. Quantify
where
December possible.
5, 2022 Page 2
FirstName LastName
Mark Hanchett
FirstName
Atlis MotorLastNameMark
Vehicles Inc Hanchett
Comapany5,
December NameAtlis
2022 Motor Vehicles Inc
December
Page 3 5, 2022 Page 3
FirstName LastName
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.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing