SecProbe.io

CORRESP
1
filename1.htm

October
27, 2023

Thomas
Jones

Office
of Manufacturing

    Re:
    Avvenire
    Electric Vehicle International Corp.

    Form
    1-A

    Filed
    September 13, 2023

    File
    No. 024-12330

Mr.
Jones:

Please
see below for responses to the Division’s letter dated October 11, 2023 regarding the above captioned matter. All questions have
been addressed in Amendment No. 1 to the Offering Statement on Form 1-A, filed October 27, 2023 (“Amendment”), as
further herein detailed.

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.

Please
note that the company does not intend to pursue crypto mining or nebula nor does it plan to do any development on the blockchain due
to a lack of interest from consumers. It does not intend to otherwise hold digital assets or accept digital assets as payment for Units
or products. We have removed all references to the foregoing within the Amendment.

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 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.

Please
see our response above to question 1.

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.

Please
see our response above to question 1.

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.

Please
see our response above to question 1.

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.

The
Amendment has been updated to disclose that the “team” referenced on the website have been hired as consultants/independent
contractors and are not employees of the company. Further, reference to “perks” has been removed from the website, as there
are no perks offered in the Regulation A offering. The company has otherwise updated its website to be consistent with the Amendment.

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.

Please
see the Amendment for corrected disclosure.

7.
Please revise the disclosure on the cover page to clarify that the units are being offered on a best-efforts basis.

Please
see the cover page of the Amendment for clarification.

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.

Please
see Note 1 to the table on the cover page of the Amendment for clarity that the company is offering only the shares of common stock and
Warrants comprising the Units and not the underlying shares issuable upon exercise of the Warrants. In order for investors to be able
to exercise their Warrants, the company must include such underlying shares in an offering under Tier 2 of Regulation A promulgated under
the Securities Act or are otherwise registered with the SEC, which it is not obligated to do.

The
underlying shares have not been included in the Amendment in reliance on Rule 251, which states “if convertible securities or warrants
are being offered and such securities are convertible, exercisable, or exchangeable within one year of the offering statement’s
qualification or at the discretion of the issuer, the underlying securities must also be qualified and the aggregate offering
price must include the actual or maximum estimated conversion, exercise, or exchange price of such securities.” Because the
company’s Warrants are not exercisable within one year from qualification or at the discretion of the company, the shares underlying
the warrants do not qualify under the foregoing sentence and are not required to be qualified or included in the aggregate offering price.
However, the company does recognize that the issuance of the underlying shares will require registration under the Securities Act or
exemption therefrom, which is why the exercise of the Warrants is prohibited in the absence of such registration or exemption.

The
Offering

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.

The
website has been updated to be consistent with the Regulation A offering.

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.

Such
disclaimers and links have been included at the footer of the investor tab of the website.

Risk
Factors

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 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.

Please
see the company’s response to comment 1, which make to above disclosures moot.

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.

Please
see the Amendment for an added risk factor titled “By purchasing Units in this offering, you are bound by the provision contained
in our subscription agreement which provides for a waiver of rights to a jury trial which limits your ability to have a jury decide the
factual merits of your claim.”

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.

Please
see the Amendment for an added risk factor entitled “Our management may participate in other business ventures, which could
create a conflict of interest for such management.”

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.

The
Company has requested confidential treatment of the redacted information in accordance with the above comment.

15.
Please clarify the reference in the last sentence on page 17 to “TCM Coins Series Preferred Stock.

This
risk factor has been deleted from the Amendment due to the company’s response to comment 1.

Dilution

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%).

Please
see the Amendment for the requested analysis.

Plan
of Distribution

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 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.

Please
note that the above referenced disclosures relating to rolling closings and termination of the offering were based directly on previous
discussions with members of the Division regarding how to disclose the timing of rolling closings. In such discussions, the members of
the Division indicated that they did not want to legislate through review as to what would or would not constitute a delayed offering
based on days between closings and indicated that so long as such closings were held “promptly,” that the Division would
not consider such rolling closings as a delayed offering. One Division member indicated that she would personally consider closings in
excess of every 30 days to possibly constitute a delayed offering.

In
any case, the Company intends to hold closings regularly pursuant to a schedule set by the company and broker of record, but in no case
longer than every 30 days. No subscriber of shares would have any rights of a shareholder of the company until a closing following its
subscription occurs.

We
have revised the disclosures to state that the Company may terminate the offering only after it has conducted a closing, which it would
anticipate doing only in limited circumstance such as if the Company found alternate financing on better terms, it could not afford to
continue the offering or if its business plans changed.

Under
Rule 251(d)(3)(i)(F) of Regulation A, “continuous or delayed offerings may be made under this Regulation A, so long as the offering
statement pertains only to… securities the offering of which will be commenced within two calendar days after the qualification
date, will be made on a continuous basis, may continue for a period in excess of 30 calendar days from the date of initial qualification,
and will be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered
and sold within two years from the initial qualification date…” Here, the offering of securities will commence within 2
calendar days from the qualification date, with sales to be closed promptly thereafter. Further, the securities are being offered in
an amount that the company reasonably expects to be sold within