Exhibit 4.7


 


CERTIFICATE OF
VALIDATION OF

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF ATLIS MOTOR VEHICLES INC.


 


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


 


		1.	The defective corporate act that is
                                            the subject of this certificate of validation is 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 February
                                            13, 2018, which increased the authorized number of shares to 17,857,143 and re-designated
                                            all of the capital stock as Common Stock, par value $0.29.



 


		2.	The nature of the failures of authorization
                                            in respect of the aforementioned defective corporate act is: the Corporation's Board of Directors
                                            and stockholders did not approve, and the Corporation did not effect, the aforementioned
                                            amendment in the manner required by Section 242 of the Delaware General Corporation Law (the
                                            “DGCL”).



 


		3.	The aforementioned defective corporate
                                            act was ratified in accordance with Section 204 of the DGCL. The Board of Directors of the
                                            Corporation ratified such act on April 13, 2022, pursuant to duly adopted resolutions. The
                                            stockholders of the Corporation approved the ratification of such act 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 February 13,
                                            2018 by the Corporation with the State Office in respect of the Corporate Act. No changes
                                            to such certificate are required to give effect to the ratification of the aforementioned
                                            defective corporate act 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	 


 



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ATTACHMENT


 


CERTIFICATE OF
AMENDMENT OF

CERTIFICATE OF INCORPORATION


 



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STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION


 


The 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:


Article
                                            Fourth: The total number of common shares which the corporation shall have the authority
                                            to issue is 17,857,143 shares and the par value of each of such shares is $0.29.





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 statute 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 corporation has caused this
certificate to be signed this    29         day of December, 2017.


 


	 	By:	/s/ Mark Hanchett
	 	 	Authorized Officer
	 	Title:	President
	 	Name:	Mark Hanchett
	 	 	 
	 	 	Print or Type