Exhibit 4.6


 

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 act that is
                                            the subject of this certificate of validation is the issuance of 32,500 shares of capital
                                            stock, par value $0.0001 per share, on January 1, 2018.



 


		2.	The nature of the failures of authorization
                                            in respect of the aforementioned defective corporate act is: (1) the Certificate of Incorporation
                                            of the Corporation (the “Certificate”) did not set forth a number of authorized
                                            shares of capital stock sufficient to authorize the issuance of the aforementioned shares,
                                            and, as a result, the Corporation issued shares of capital stock in excess of the number
                                            of such shares that it was authorized to issue under the Certificate and Section 161 of the
                                            Delaware General Corporation Law (the “DGCL”); (2) the records of the Corporation
                                            do not confirm that the Board of Directors of the Corporation (the “Board”) approved
                                            the foregoing issuance or determined the consideration to be received in exchange therefor
                                            in accordance with Section 152 of the DGCL; and (3) the records of the Corporation do not
                                            confirm that a stock certificate was 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
                                            holder thereof was provided the notice required by Section 151(0 of the DGCL.



 


		3.	The aforementioned defective corporate
                                            act was ratified in accordance with Section 204 of the DGCL. The Board 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.	No certificate with respect to the corporate
                                            act was previously filed with the Office of the Secretary of State of the State of Delaware.
                                            A Certificate of Amendment to the Certificate of Incorporation of the Corporation, containing
                                            all of the information that would be required under Section 242 of the DGCL to give effect
                                            to the aforementioned defective corporate act, is attached hereto and incorporated herein
                                            by reference. Such Certificate of Amendment shall be deemed to have become effective as of
                                            12:01 a.m. (local time in Wilmington, Delaware) on January 1, 2018.


 

[Signature page follows]


 






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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


 


Atlis Motor Vehicles Inc., a Delaware corporation, hereby certifies
that:


 


Article FOURTH of the Certificate of Incorporation of the corporation
is hereby amended, to read in its entirety as set forth below:


 


FOURTH: The total number of shares
of stock which the corporation is authorized to issue is 10,032,500 shares having a par value of $0.0001 per share.




 


 

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