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November 10, 2022
Mark Hanchett
Chief Executive Officer
Atlis Motor Vehicles Inc
1828 N Higley Rd., Suite 116
Mesa, Arizona 85205
Re:Atlis Motor Vehicles Inc
Draft Registration Statement on Form S-1
Submitted October 17, 2022
CIK No. 0001722969
Dear Mark Hanchett:
            We have reviewed your 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
Cover Page
1.We note the disclosure that your offering of Class A common stock will be at an "assumed
public purchase price," which may be offered at a discount to the current market price of
your Class A common stock and may not be indicative of the final offering price.  To the
extent you are seeking to conduct an at-the-market offering, please tell us how you meet
the requirements of Rule 415(a)(4) and Rule 415(a)(1)(x). Otherwise, please revise to
state the price of the securities to the public and indicate that the price will be fixed for the
duration of the offering.
2.On page 69 you disclose that you have agreed to issue warrants to the placement agents to
purchase shares of common stock. Please provide disclosure on the cover page, prospectus

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summary, risk factors and description of securities sections describing the placement
agent warrants.
3.Please revise your cover page to disclose the total voting power of the Class D shares
before and after the offering, assuming the sale of the maximum offering amount.
Additionally, revise your prospectus summary to describe your capital structure.
Market and Industry Data, page iii
4.We note your disclosure that you obtained the market and industry data included in the
registration statement from independent industry sources as well as from research reports
prepared for other purposes, and that you have not independently verified the data
contained in those sources. This statement appears to imply a disclaimer of responsibility
for this information in the registration statement. Please either revise this section to
remove such implication or specifically state that you are liable for all information in the
registration statement.
Summary of the Prospectus, page 1
5.Please revise your summary to present an objective description of the challenges and/or
weakness of your business and operations. As an example only, you highlight your
planned products and market opportunities without equally prominent disclosure
regarding your weaknesses.  We would expect to see prominent disclosure regarding your
accumulated deficit of $184,913,059 accompanied by equally prominent disclosure that
you have no viable plan of operation as of the date of the prospectus to commence sales of
your products, which appear to be mostly aspirational.
6.Please provide prominent disclosure regarding your stock performance and the volatility it
has experienced since becoming listed on the NASDAQ.  It does not appear as though
recent price movement bears any rational relation to company performance and we would
expect to see disclosure that addresses, from management's perspective, how your
investors should prepare for rapid and substantial price volatility and any known factors
particular to your company and offering that may add to this risk.
Risk Factors, page 8
7.Please disclose whether you are subject to material cybersecurity risks, including in your
supply chain based on third-party products, software or services used in your products,
services or business and how a cybersecurity incident in your supply chain could impact
your business. Discuss the measures you have taken to mitigate these risks. Additionally,
please describe the extent and nature of the role of the board of directors in overseeing
cybersecurity risks, including in connection with the company’s supply
chain/suppliers/service providers.
8.If material, please expand your discussion of interest rates to specifically identify the
impact of rate increases on your operations and how your business has been affected. For

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example, describe whether increased borrowing costs are expected to impact your
business plan or your customers’ ability to purchase your products in the future.
9.We note your disclosure indicating that inflation could impact your results of operations.
Please provide risk factor disclosure if recent inflationary pressures have materially
impacted your operations. In this regard, identify the types of inflationary pressures you
are facing and how your business has been affected.
10.We note that the forum selection provision contained in Sections 9.1 and 9.2 of your
amended and restated bylaws. Please add a risk factor and revise the description of
securities section to disclose your exclusive forum provisions. We further note that the
forum selection provision contained in Section 9.2 of your amended and restated bylaws
identifies the federal courts of the United States as the exclusive forum for any Securities
Act claims. State that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
The dual class structure of our common stock has the effect of concentrating voting power with
members of our management team..., page 21
11.Please revise to disclose that future issuances of Class D common stock to management
may be dilutive to holders of Class A common stock.
Use of Proceeds, page 32
12.Expand your disclosures to briefly discuss how different funding levels will impact your
business plan/operations and discuss your plan if substantially less than the maximum
proceeds are obtained. Additionally, we note that you may use the proceeds to build AMV
battery manufacturing capabilities. If any material amount of the proceeds will be used to
acquire assets otherwise than in the ordinary course of your business, such as the purchase
or lease of a manufacturing plant, describe briefly and state the cost of the assets. Refer
to Item 504 of Regulation S-K.
Dilution, page 36
13.Please revise to provide dilution disclosures for varying levels of proceeds that may be
raised in the offering.
Business, page 37
14.Please revise your disclosure to clearly state what stage of development each of your
products is in, if such product is ready for production, if you have started to produce that
product and whether or not you expect to rely on currently-unknown advances in

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technology to finish development of any products. For example, the disclosure in this
section, when read with MD&A, makes it difficult to understand how far from market
your AMV XT pickup truck is and whether your AMV Energy 30 pack and AV Energy
Cell are, or are close to, ready for production. We further note your disclosure on page
39 that you expect to build the first batteries for your customers in the second half of
2022. Please disclose if you have started producing batteries and the expected scale of
your first production.
15.We note your disclosure that you (i) are standing up battery pack manufacturing in
parallel to battery cell manufacturing to meet current projected customer demand where
customers have signed an LOIs and MOUs for 2022, (ii) have non-binding reservations
for vehicles. Please elaborate on the quantity of expected customer demand, your current
and near-term production capacity and the anticipated production schedule for
your products. For example, please revise your disclosure of "substantial interest" on page
39 to provide greater insight into expected consumer demand.
16.Please provide a materially complete discussion of Atlis Cloud Services and what is
entailed with the development and implementation of your software and cloud
technology.  Describe the current status, how much research and development the service
is undergoing, the entity that will host the technology and any other information that is
necessary for readers to understand your operational plan for these services in the next 6-
12 months.
17.Please revise your disclosure to fully describe your competitive position with respect to
each of your products. For example, compare the specifications and charging
capabilities of the company's battery technology with the technology of its competitors.
Additionally, provide support for your statement that you are developing superior battery
cell technology "with thermal and electrical performance that we believe will be
unmatched." Update industry-related information as appropriate.
18.Please revise your disclosure on page 40 to disclose the material terms of your agreement
with Australian Manufactured Vehicles and file the agreement pursuant to Item
601(b)(10) of Regulation S-K.
19. Please revise to include sources and availability of raw materials. Refer to Item
101(h)(4)(v) of Regulation S-K.
20.Please provide a discussion of your current intellectual property rights, including the
duration of such rights. Refer to Item 101(h)(4)(vii) of Regulation S-K.
21.We note your disclosure that "[a]s we progress, we may need to obtain government
approval for meeting federal transportation safety guidelines." Please revise to disclose the
effect of probable governmental regulations on the business and the costs and effects of
compliance with environmental laws. Refer to Item 101(h)(4)(ix) and Item 101(h)(4)(xi)
of Regulation S-K.

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Management's Discussion and Analysis of Financial Condition and Results of Operations, page
43
22. We note that you intend to begin generating revenue in 2023. Please disclose whether and
how your business segments, products, lines of service, projects, or operations are, or you
expect to be, materially impacted by supply chain disruptions, especially in light of
Russia’s invasion of Ukraine. For example, discuss whether you have or expect to:
•suspend or delay the production, purchase, sale or maintenance of certain items due
to a lack of raw materials, parts, or equipment; inventory shortages; closed factories
reduced headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials (e.g., nickel, palladium, neon, cobalt, iron, platinum or
other raw material sourced from Russia, Belarus, or Ukraine or lithium, nickel,
manganese, beryllium, copper, gold or other raw material sourced from Western
China);
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries or the ongoing invasion; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine, the
effectiveness of the UFLPA and/or related geopolitical tension or have sought to “de-
globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business
23.Please revise to disclose the minimum period of time that you will be able to conduct
planned operations using only currently available capital resources. Refer to Item
303(b)(1) of Regulation S-K.
Management, page 50
24.We note that your amended and restated bylaws state that you have a classified board.
Please revise to identify which class each director belongs to and disclose when the
term of each class will expire.
Director Compensation, page 58
25.Please disclose the material terms of the company's director agreement with
Ms. Nightengale.
Description of Securities, page 59
26.Please tell us where in your governing documents you are authorized to issue 96,248,541
shares of capital stock, including 54,307,968 shares of Class A common stock and
41,925,572 shares of Class D common stock. Further, tell us where the rights of each of

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class of your common stock are set forth in your governing documents. Revise this
section, as applicable, to provide the information required by Item 202 of Regulation S-K.
Certain Relationships and Related Party Transactions, page 63
27.Please revise this section to provide the information for the time period set forth in Item
404(d) of Regulation S-K and the instructions thereto.
Plan of Distribution, page 69
28.Please clarify, by footnote or otherwise, that your tabular disclosure under the subheading
"Placement Agent Fees, Commissions and Expenses" does not include the placement
agent warrants that are deemed to be compensation under FINRA Rule 5110.
Recent Sales of Unregistered Securities, page II-1
29.We note that you cross reference to "Certain Relationships and Related Party
Transactions," however, that section states that you have no reportable transactions. Please
revise your disclosure to furnish the information required by Item 701 of Regulation S-K.
Signatures, page II-5
30.Revise your signature page to conform to the requirements of Form S-1. Specifically, your
principal accounting officer or controller must sign the registration statement in his or her
individual capacity. If someone has signed in more than one capacity, indicate each
capacity in which he or she signed.
Exhibits
31.Please ensure each exhibit is in the proper text-searchable format. See Rules 301 and 304
of Regulation S-T. Additionally, it appears you included your amended and restated
bylaws twice in Exhibit 3.2. Please revise and refile.
32.Please file the (i) indemnification agreements, or a form of, between the company and its
executive officers and/or directors and (ii) the non-employee director agreements as
exhibits to the registration statement or tell us why you are not required to do so.

33.We note your disclosure that none of your NEOs are have employment agreements with
the company, however, we also note your disclosure that "[i]n 2021, each Named
Executive Officer received a letter that superseded any prior offer letter or compensation
arrangement with the Company." Please file these letters as exhibits to the
registration statement or tell us why you are not required to do so.
General
34.Please supplementally provide us with copies of all written communications, as defined in
Rule 405