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United States securities and exchange commission logo
October 11, 2023
Aldo Baiocchi
Chief Executive Officer
Avvenire Electric Vehicle International Corp.
3172 North Rainbow Boulevard #1254
Las Vegas, NV 89108
Re:Avvenire Electric Vehicle International Corp.
Offering Statement on Form 1-A
Filed September 13, 2023
File No. 024-12330
Dear Aldo Baiocchi:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Offering Statement on Form 1-A filed on September 13, 2023
General
1.Please supplementally provide us with a detailed legal analysis of whether the crypto asset
you are creating is a security pursuant to Section 2(a)(1) the Securities Act. In addition to
considering the enumerated types of securities set forth in Section 2(a)(1), please consider
SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and Gary Plastic Packaging Corp. v.
Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985). Moreover, in
preparing your legal analysis please address not only the instruments themselves but also
your role in the operation of the blockchain and creation of the instruments.
2.Please revise throughout to describe in greater detail your current and future activities,
products and/or services involving crypto assets, as applicable.  As examples only, we
note the following disclosures:
•On page 17, your second risk factor discloses that "[t]here are cyber security risks
related to cryptocurrency trading;"
•On page 18, your first risk factor references the "value of any cryptocurrencies the

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October 11, 2023
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Company holds or expects to acquire for its own account…," and your second risk
factor states that cryptocurrency exchanges may be subject to fraud and failures; and
•On page 31, your disclosure appears to reference future income generating activities
tied to "cryptocurrency revenue streams."
Please also clarify whether you intend to mine crypto assets (e.g., solely for your benefit
or otherwise), accept crypto assets as payment (e.g., as consideration for your Units or
otherwise), hold crypto assets for your account or the account of others, lend or stake
crypto assets, or otherwise transact in crypto assets.  Also please include risk factor
disclosure associated with the above.  We may have additional comments after reviewing
your revised disclosures.
3.Please revise your filing, where appropriate, to address the following points:
•Please describe your policies and procedures, if any, for analyzing whether a
particular crypto asset that you intend to mine, hold or transact in is a “security”
within the meaning of Section 2(a)(1) of the Securities Act and disclose that this is a
risk-based judgment and does not constitute a legal determination binding on
regulators or the courts; and
•Expand your risk factors to describe (i) the regulatory risks associated with any such
policies and procedures for determining the characterization of crypto assets and (ii)
the risks attendant to your plans, if any, to expand your business activities to include
additional types of crypto assets.
4.Please revise to discuss whether you intend to hold the crypto assets that you receive for
investment or convert them into fiat currency immediately upon receipt or soon
thereafter.  If you intend to hold them for investment, please also address:
•the average period between receipt of your crypto assets and the subsequent
conversion into fiat currency;
•any risks to your liquidity caused by volatility in cryptocurrency pricing; and
•the risk that you may become subject to registration under the Investment Company
Act and the impact thereof on your business.
5.Please ensure that the disclosure in your offering circular is consistent with the material
outside of your offering circular.  For example, please revise your disclosure to address
the following:
•You refer to several persons under the caption "Meet the Team" in the "Investors"
section of your website.  However, you disclose on page 33 that you have one
employee; and
•You refer to various perks under the caption "Perks for Investing" in the
"Investors" section of your website.  However, you do not mention any perks in your
offering circular.
Cover Page
6.Please ensure that you include the website of the company on the cover page.  In this
regard, we note the reference to a website of a different entity on the cover page.

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7.Please revise the disclosure on the cover page to clarify that the units are being offered on
a best-efforts basis.
8.Please revise to clarify each security being offered under this offering statement. If you do
not intend to include each component of the units or the shares of common
stock underlying the warrants, please tell us why you do not believe you are required to do
so.
The Offering, page 5
9.We note the disclosure on page 5 that a prospective investor must go to your website and
complete a subscription agreement.  Considering that investors are directed to your
website to subscribe to your offering, revise your website to refer to an investment in
your company at a price per security and minimum investment amount which is consistent
with the type of security, price and minimum investment amount disclosed on the cover
page.  In this regard, we note that landing page for your website states: "Avvenire is
currently taking investments from accredited investors only" and includes a minimum
investment and a share price that is not consistent with the information included in your
offering statement.
10.If and when your website solicits investments in your Form 1-A offering, please include
the legends required by Rules 251(d) and 255 of Regulation A, along with an active link
to your offering circular.
Risk Factors, page 6
11.Please expand your risk factor disclosure to address the following:
•To the extent material, discuss any reputational harm you may face in light of the
recent disruption in the crypto asset markets. For example, discuss how market
conditions have affected how your business is perceived by customers,
counterparties, and regulators, and whether there is a material impact on your
operations or financial condition;
•Please describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets. Identify material
pending crypto legislation or regulation and describe any material effects it may have
on your business, financial condition, and results of operations;
•Please expand your disclosure in the second risk factor on page 18 to describe any
material risks related to: (i) safeguarding your, your affiliates’, or your customers’
crypto assets; and (ii) your business and financial condition if your policies and
procedures surrounding the safeguarding of crypto assets, conflicts of interest, or
comingling of assets are not effective; and
•Describe any material risks you face related to the assertion of jurisdiction by U.S.
and foreign regulators and other government entities over crypto assets and crypto
asset markets. Additionally, noting your disclosure on page 31 regarding your
“agreements with service partners…through 200 dealers worldwide” and plans to

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generate sales in “North America and other international jurisdictions,” please
disclose the material risks related to unauthorized or impermissible customer access
to your crypto asset products and services, if any, outside of United States. Describe
the potential impact to your business of administrative sanctions, including fines, or
legal claims based upon the laws of such other jurisdictions.
12.We note that by signing your Subscription Agreement, the parties are giving up their
rights to a jury trial. Please revise your disclosure to address the following:
•Include a description of the provision in the Risk Factors section of the offering
circular;
•Clearly state whether or not this provision applies to claims under federal securities
laws. Also, state that investors cannot waive compliance with the federal securities
laws and rules and regulations promulgated thereunder;
•Highlight the material risks related to the provision, including the possibility of less
favorable outcomes, the potential for increased costs to bring a claim, and whether it
may discourage or limit suits against you; and
•Clarify whether the provision applies to purchasers in secondary transactions.
13.Please clarify how much time that Mr. Baiocchi will devote to your business and how his
participation with other entities could create a conflict of interest.
Our principal stockholders and management own a signficant percentage of our stock..., page 7
14.We note your disclosure that your CEO and his affiliates beneficially own a majority of
your shares. Please revise to clearly state the beneficial ownership amount of your CEO
and indicate whether any of the other entities disclosed in the table on page 37 are
intended to be included in this discussion.
Incorrect or fraudulent coin transactions..., page 17
15.Please clarify the reference in the last sentence on page 17 to "TCM Coins Series
Preferred Stock.”
Dilution, page 20
16.As this is a best-efforts offering with no minimum investment required, please revise
the dilution information to include a sensitivity analysis reflecting varying amounts
of possible sales (e.g., 25%, 50%, 75% and 100%).
Plan of Distribution, page 20
17.We note your disclosure regarding rolling closings and that you reserve the right to
terminate the offering at your sole discretion. Please provide expanded disclosure
regarding your rolling closings including how frequently closings may occur, how you
will determine whether and when to have a closing, what rights subscribers may have after
remitting payment prior to a closing, and whether you may terminate the offering without
ever having a closing. Given these offering features please also provide us your analysis

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as to whether your offering should be considered to be a delayed offering and not a
continuous offering within the meaning of Rule 251(d)(3)(i)(F) of Regulation A.
How to Subscribe, page 23
18.We note your disclosure in the second risk factor on page 6 that “[i]nvestors in this
offering may at some point have the option of paying for their investment with…
cryptocurrencies.”  Please expand your disclosure here, and clarify your risk factor
disclosure accordingly, to provide a complete description of the process for purchasing
your securities with crypto assets.  Without limitation, your disclosure should address:
•Which crypto assets will you accept as consideration for investing in this offering;
•How you will value the crypto assets initially and on an ongoing basis;
•How you will determine the amount of Units to which a purchaser will be entitled
and at what point will the number of Units be determined;
•Who will bear the risk of a downturn in price of the crypto asset between the time it
is delivered to the company and the time that the company determines the amount of
Units to be issued;
•How you will hold and secure the crypto assets that you receive from investors
between the time the payment is received and closing of the sale; and
•In the event subscriptions are rejected in whole or in part, the form refunds will take
to purchasers who paid using crypto assets.  If rejected subscriptions are paid for
using crypto assets, how you will determine the amount of the refund if the value of
the relevant crypto asset has changed.
Description of Business, page 25
19.Please discuss the steps you must take to launch your products to address the billion dollar
markets disclosed on page 32 and elsewhere in your document.  Also, disclose any
material hurdles before you are able to address the markets.
20.We note that for each of the products described beginning on page 26, you state that they
are currently being offered. We note further your disclosure that your products have
estimated completion dates in 2024. Please revise to clarify that each product is not yet
available and disclose when each product is expected to be available.
Avvenire Spiritus, page 29
21.Please revise to more clearly explain how the mining activities of your customers
purchasing the Avvenire Spiritus will function, including, without limitation:
•The specific blockchain network(s) whose transactions your customers will be able to
verify and the type of consensus mechanism that the blockchain uses;
•The mining inputs included in the vehicle, the hash rate, and energy consumption
attributable to mining;
•How your customers will earn crypto asset rewards through such activities and/or
monetize the same;
•How the Avvenire Nebula Cryptocurrency Mining and Wallet will operate, including

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the material terms of any custody arrangements for the crypto assets to be held by
you (i.e., any crypto assets you earn through mining, receive as payment or otherwise
acquire) or your customers purchasing the Avvenire Spiritus, and any agreements you
will have with individual wallet holders; and
•How any other related contractual agreements will be structured and the parties
involved.
Our Process, page 31
22.We note your disclosure that the company is “working on creating a blockchain and
cryptocurrency that will be accessible through certain of its vehicles…”  Please revise to
address the following points:
•Provide a plain-English definition of blockchain;
•Describe the material features of the blockchain you are creating and discuss any
functional differences between it and other popular blockchains (e.g., Ethereum);
•Provide a detailed explanation of how your vehicles will utilize blockchain
technology; and
•Describe the material features of the crypto asset you are creating.  Also please
discuss how such crypto asset will interact with the blockchain you are creating and
your vehicles.
Sales Channels, page 31
23.We note your disclosure that you have obtained pre-orders. Please revise to state how
many pre-orders you have received and through how many dealers. Please also describe
the material terms of the pre-orders such as whether a down payment was made and
whether such payment is refundable.
Security Ownership of Management and Certain Securityholders, page 36
24.Please explain how the percentages were calculated in the table on page 36. For example,
it appears that Global Eudamonic Capital's beneficial ownership is more than 4.5%.
Experts, page 40
25.We note your disclosure that your financial statements included in the offering circular
have been audited by Assurance Dimen