Exhibit 3.1

STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY

COMPANY ACT

1.) The jurisdiction where the Corporation first formed is Delaware                  .

2.) The jurisdiction immediately prior to filing this Certificate is Delaware               .

3.) The date the corporation first formed is_November 9, 2016                                 .

4.) The name of the Corporation immediately prior to filing this Certificate is

Atlis Motor Vehicles Inc.                                                                                          .

5.) The name of the Limited Liability Company as set forth in the Certificate of

Formation is Atlis Motor Vehicles LLC                                                                  .

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the

12th            day of May                , A.D.2023                .

By:	/s/ Annie Pratt
	Authorized Person
Name:	Annie Pratt
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