Exhibit 4.8


 




CERTIFICATE OF
VALIDATION OF

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF ATLIS MOTOR VEHICLES INC.


 


 


 


Atlis Motor Vehicles Inc., a Delaware corporation
(the “Corporation”), hereby certifies that:


 


		1.	The defective corporate acts that are
                                            the subject of this certificate of validation are (i) the amendment to the Certificate of
                                            Incorporation of the Corporation (the “Certificate”), effected by the filing
                                            of a certificate of amendment with the Office of the Secretary of State of the State of Delaware
                                            on January 23, 2020, which increased the authorized number of shares of Common Stock to 60,000,000,
                                            and (ii) the issuance of 487 shares of Common Stock on January 23, 2020.



 


		2.	The nature of the failures of authorization
                                            in respect of the aforementioned defective corporate act is: (1) the records of the Corporation
                                            do not confirm that the Corporation's Board of Directors and stockholders approved and adopted
                                            the foregoing amendment in accordance with Section 242 of the Delaware General Corporation
                                            Law (the “DGCL”), and (2) the records of the Corporation do not confirm that
                                            stock certificates were issued in respect of the issued shares as contemplated by Section
                                            158 of the DGCL, or, to the extent such shares were issued in uncertificated form, that the
                                            Board approved of the issuance of such shares in uncertificated form or that the holders
                                            thereof were provided the notice required by Section 151(1) of the DGCL.



 


		3.	The aforementioned defective corporate
                                            acts were ratified in accordance with Section 204 of the DGCL. The Board of Directors of
                                            the Corporation ratified such acts on April 13, 2022, pursuant to duly adopted resolutions.
                                            The stockholders of the Corporation approved the ratification of such acts on April 13, 2022,
                                            pursuant to resolutions duly adopted by written consent in lieu of a meeting pursuant to
                                            Section 228 of the DGCL.



 


		4.	A document titled “Certificate
                                            of Amendment of Certificate of Incorporation” was previously filed on January 23, 2020
                                            by the Corporation with the State Office in respect of the aforementioned defective corporate
                                            acts. No changes to such certificate are required to give effect to the ratification of the
                                            aforementioned defective corporate acts in accordance with Section 204 of the DGCL. A copy
                                            of such Certificate of Amendment is attached hereto and incorporated herein by reference.



 


[Signature page follows]


 



    	 	 	 



    	 



    




 


In witness whereof, the undersigned has caused
this Certificate of Validation to be signed by its duly authorized officer on the date set forth below.


 


	 	ATLIS MOTOR VEHICLES INC.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Mark Hanchett	 
	 	Name: 	Mark Hanchett	 
	 	Title:	Chief Executive Officer	 
	 	Date:	April 14, 2022	 





 



    	 	 	 



    	 



    




 


ATTACHMENT


 


CERTIFICATE OF
AMENDMENT OF

CERTIFICATE OF INCORPORATION


 



    	 	 	 



    	 



    




 


CERTIFICATE OF
AMENDMENT

OF

CERTIFICATE OF INCORPORATION


 


Atlis Motor Vehicles Inc. a corporation
organized and existing under and by virtue of the General Corporation. Law of the State of Delaware.


 


DOES HEREBY CERTIFY:


 


FIRST: That at a meeting of the Board
of Directors of Atlis Motor Vehicles Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof The resolution setting forth the proposed amendment is as follows:


 


RESOLVED, that the Certificate of Incorporation
of this corporation be amended by changing the Article thereof numbered “FOURTH:” so that as amended said Article shall be
and read as follows:,


 


“The total number of
shares of stock which the corporation is authorized to issue is 60,000,000 shares of common stock having a par value of $0.0001 per share.”


 


SECOND: That thereafter, pursuant to resolution
of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance
with Section 222 of the General Corporation law of the State of Delaware at which meeting the necessary number of shares as required
by s6tatute were voted in favor of the amendment.


 


THIRD: That said amendment was duly adopted
in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


 


IN WITNESS WHEREOF, said Atlis Motor Vehicles
Inc. has caused this certificate to be signed by an authorized officer, this 22 day of January, 2020.


 


 


		BY:	/s/
                                            Mark Hanchett	- Signature
	 	 	 	 
	 	Name:	Mark
                                            Hanchett	-please print
	 	 	Authorized Officer