|
Delaware
|
| |
3713
|
| |
85-4319789
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary standard industrial
classification code number) |
| |
(I.R.S. employer
identification number) |
|
|
Mitchell S. Nussbaum, Esq.
David C. Fischer, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel: (212) 407-4000 |
| |
Arila E. Zhou, Esq.
Anna Jinhua Wang, Esq. Robinson & Cole LLP Chrysler East Building 666 Third Avenue, 20th Floor New York, NY 10017 Tel: (212) 451-2908 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | |
Smaller reporting company ☒
Emerging growth company ☒ |
|
| | |
Page
|
| |||
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| | | | 36 | | | |
| | | | 36 | | | |
| | | | 37 | | | |
| | | | 39 | | | |
| | | | 41 | | | |
| | | | 51 | | | |
| | | | 71 | | | |
| | | | 75 | | | |
| | | | 77 | | | |
| | | | 82 | | | |
| | | | 83 | | | |
| | | | 85 | | | |
| | | | 89 | | | |
| | | | 91 | | | |
| | | | 96 | | | |
| | | | 96 | | | |
| | | | 96 | | | |
| | | | F-1 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||
| | |
Year Ended
December 31, 2021 |
| |
Period from
November 13, 2020 to December 31, 2020 |
| | |
Period from
January 1, 2020 to November 12, 2020 |
| |||||||||
In thousands | | | | | | | | | | | | | | | | | | | | |
Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | | | | |
Net sales
|
| | | $ | 2,977 | | | | | $ | 377 | | | | | | $ | 4,132 | | |
Cost of revenue
|
| | | | 3,540 | | | | | | 479 | | | | | | | 4,451 | | |
Gross loss:
|
| | | | (563) | | | | | | (102) | | | | | | | (319) | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 13,750 | | | | | | 1,147 | | | | | | | 3,686 | | |
Operating loss
|
| | |
|
(14,313)
|
| | | |
|
(1,249)
|
| | | | |
|
(4,005)
|
| |
Other income (expenses): | | | | | | | | | | | | | | | | | | | | |
Interest expenses, net
|
| | | | (3) | | | | | | (4) | | | | | | | (4) | | |
Others
|
| | | | (287) | | | | | | 12 | | | | | | | 587 | | |
Total other income, net
|
| | | | (290) | | | | | | 8 | | | | | | | 583 | | |
Loss before income taxes
|
| | | | (14,603) | | | | | | (1,241) | | | | | | | (3,422) | | |
Income tax expenses
|
| | | | (11) | | | | | | (2) | | | | | | | — | | |
Net loss
|
| | | $ | (14,614) | | | | | $ | (1,243) | | | | | | $ | (3,422) | | |
Net loss per share of common stock: | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted
|
| | | $ | (0.83) | | | | | $ | (0.07) | | | | | | | | | |
Weighted average shares outstanding*
|
| | | | 17,500,000 | | | | | | 17,500,000 | | | | | | | | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
In thousands: | | | | | | | | | | | | | |
Summary Consolidated Balance Sheet Data: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 2,683 | | | | | $ | 15,699 | | |
Total current assets
|
| | | | 6,637 | | | | | | 19,249 | | |
Total assets
|
| | | | 15,436 | | | | | | 29,227 | | |
Total current liabilities
|
| | | | 4,452 | | | | | | 4,254 | | |
Total liabilities
|
| | | | 5,208 | | | | | | 4,437 | | |
Total equity
|
| | | | 10,228 | | | | | | 24,790 | | |
Total liabilities and equity
|
| | |
$
|
15,436
|
| | | | $ | 29,227 | | |
| | |
As of December 31, 2021
|
| |||||||||
(In thousands, except share and par value)
|
| |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Cash and cash equivalents
|
| | | $ | 2,683 | | | | | $ | | | |
Debt: | | | | | | | | | | | | | |
Long-term borrowings -current portion
|
| | | | 10 | | | | | | | | |
Long-term borrowings
|
| | | | 756 | | | | | | | | |
Total debt
|
| | | $ | 766 | | | | | $ | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common stock, par value $0.0004, 112,500,000 shares authorized, 17,500,000 shares issued and outstanding on an actual basis, and 21,500,000 shares outstanding on a pro forma as adjusted basis
|
| | | | 7 | | | | | | | | |
Subscription receivable
|
| | | | (7) | | | | | | | | |
Additional paid-in capital
|
| | | | 26,085 | | | | | | | | |
Accumulated deficit
|
| | | | (15,857) | | | | | | | | |
Total stockholders’ equity
|
| | | $ | 10,228 | | | | | $ | | | |
Total capitalization
|
| | | $ | 10,994 | | | | | $ | | | |
|
Assumed public offering price per share
|
| | | $ | | | |
|
Pro forma net tangible book value per share as of December 31, 2021
|
| | | $ | | | |
|
Increase in pro forma net tangible book value per share attributable to the offering
|
| | | $ | | | |
|
Pro forma as adjusted net tangible book value per share as of December 31, 2021 after the
offering |
| | | $ | | | |
|
Dilution per share to new investors in the offering
|
| | | $ | | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
|
| ||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |
Per Share
|
| ||||||||||||
Existing stockholders
|
| | | | 17,500,000 | | | | | | 81.4% | | | | | | | | | % | | | | | $ | | | |
New investors
|
| | | | 4,000,000 | | | | | | 18.6% | | | | | | | | | % | | | | | | | | |
Total
|
| | | | 21,500,000 | | | | | | 100% | | | | | | | | | % | | | | | | | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||
In thousands
|
| |
Year Ended
December 31, 2021 |
| |
Period from November 13,
2020 to December 31, 2020 |
| | |
Period from January 1,
2020 to November 12, 2020 |
| |||||||||
Consolidated Statements of Operations: | | | | | | | | | | | | | | | | | | | | |
Net sales
|
| | | $ | 2,977 | | | | | $ | 377 | | | | | | $ | 4,132 | | |
Cost of revenue
|
| | | | 3,540 | | | | | | 479 | | | | | | | 4,451 | | |
Gross loss
|
| | | | (563) | | | | | | (102) | | | | | | | (319) | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 13,750 | | | | | | 1,147 | | | | | | | 3,686 | | |
Operating loss
|
| | | | (14,313) | | | | | | (1,249) | | | | | | | (4,005) | | |
Other income (expenses): | | | | | | | | | | | | | | | | | | | | |
Interest expenses, net
|
| | | | (3) | | | | | | (4) | | | | | | | (4) | | |
Others
|
| | | | (287) | | | | | | 12 | | | | | | | 587 | | |
Total other (expenses) income, net
|
| | | | (290) | | | | | | 8 | | | | | | | 583 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||
In thousands
|
| |
Year Ended
December 31, 2021 |
| |
Period from November 13,
2020 to December 31, 2020 |
| | |
Period from January 1,
2020 to November 12, 2020 |
| |||||||||
Loss before income taxes
|
| | | | (14,603) | | | | | | (1,241) | | | | | | | (3,422) | | |
Income tax expenses
|
| | | | (11) | | | | | | (2) | | | | | | | — | | |
Net loss
|
| | | $ | (14,614) | | | | | $ | (1,243) | | | | | | $ | (3,422) | | |
Net loss per share of common stock: | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted
|
| | | $ | (0.83) | | | | | $ | (0.07) | | | | | | | | | |
Weighted average shares outstanding*
|
| | | | 17,500,000 | | | | | | 17,500,000 | | | | | | | | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||
| | |
Year ended
December 31, 2021 |
| |
Period from November 13,
2020 to, December 31 2020 |
| | |
Period from January 1,
2020 to November 12, 2020 |
| |||||||||
Sales of EVs
|
| | | $ | 1,750 | | | | | $ | 235 | | | | | | $ | 2,690 | | |
Lease of EVs
|
| | | | 586 | | | | | | 92 | | | | | | | 492 | | |
Others
|
| | | | 641 | | | | | | 50 | | | | | | | 950 | | |
| | | | $ | 2,977 | | | | | $ | 377 | | | | | | $ | 4,132 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||
| | |
Year ended
December 31, 2021 |
| |
Period from November 13,
2020 to December 31, 2020 |
| | |
Period from January 1,
2020 to November 12, 2020 |
| |||||||||
Net cash (used in) provided by operating
activities |
| | | $ | (12,939) | | | | | $ | (1,434) | | | | | | $ | 11 | | |
Net cash used in investing activities
|
| | | | (638) | | | | | | (80) | | | | | | | (556) | | |
Net cash generated from financing activities
|
| | | | 561 | | | | | | 16,985 | | | | | | | 744 | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | (13,016) | | | | | | 15,471 | | | | | | | 199 | | |
|
Retail
|
| | Amazon | | |
2022: 10,000 electric delivery vans (short-term goal)
2030: 100,000 electric delivery vans total (long-term goal)
|
|
| | | | Walmart | | | 2040: Zero emission vehicle fleet, including long-haul (6,000 trucks) | |
|
Power
|
| | Schneider Electric | | | 2030: 100% electric fleet (14,000 vehicles) | |
|
Transportation
|
| | Uber | | |
2030: 100% of rides take place in EVs in U.S., Canadian, and European cities
2040: 100% of rides take place in zero-emission vehicles, on public transit or with micro-mobility
|
|
|
Delivery
|
| | DHL | | |
2025: 70% of first- and last-mile delivery services with clean transport modes
2050: Reduce logistics-related emissions to zero
|
|
| | | | FedEx | | | 2040: 100% global pickup and delivery (PUD) vehicle purchases electric | |
|
Biotech
|
| | Genentech | | | 2030: 100% electrification of sales fleet (1,300 vehicles) and commuter buses | |
|
Municipal
|
| | New York, New York | | |
2017: Only purchase Plug-in Hybrid EVs (PHEV) for non-emergency sedans going forward
2025: Add 2,000 EVs to NYC sedan fleet
2040: 100% electric MTA bus fleet
|
|
| | | | New Jersey | | |
2024: At least 10% of new bus purchases will be zero emission buses
2026: At least 50% of new bus purchases will be zero emissions buses
2032: 100% of new bus purchases will be zero emissions buses
|
|
| | | | Los Angeles, California | | |
2028: 100% ZEV vehicle conversions “where technically feasible” (2028: taxi fleet, school buses; 2035: urban delivery vehicles)
2035: 100% electrification of sanitation fleet through LA Department of Sanitation Commitment
|
|
| | | | Houston, Texas | | | 2030: 100% EV non-emergency, light-duty municipal fleet | |
| | | | Chicago, Illinois | | | 2040: 100% electric Chicago Transit Authority (CTA) bus fleet (1,850 buses) | |
Name
|
| |
Age
|
| |
Position
|
|
Xiaofeng Denton Peng | | | 46 | | | Chairman | |
Liang Lance Zhou | | | 54 | | | Chief Executive Officer | |
Tarek Helou | | | 40 | | | Chief Operating Officer | |
Ron Iacobelli | | | 53 | | | Chief Technology Officer | |
Wenbing Chris Wang | | | 50 | | | Chief Financial Officer | |
Jose Paul Plackal | | | 41 | | | Chief Marketing Officer | |
Tony Zhou | | | 58 | | | SVP of Autonomous Driving | |
Edmund Shen | | | 62 | | |
VP, Product Management and Supply Chain
|
|
HoongKhoeng Cheong | | | 56 | | | Director | |
John F. Perkowski | | | 73 | | | Independent Director Nominee | |
Steven E. Stivers | | | 56 | | | Independent Director Nominee | |
Sam Van | | | 43 | | | Independent Director Nominee | |
Zhenxing Fu | | | 60 | | | Independent Director Nominee | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Non-qualified
Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
Xiaofeng Denton Peng
|
| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chairman
|
| | | | 2021 | | | | | | | | | | | | | | | | | | 42,000 | | | | | | | | | | | | | | | 42,000 | | |
Liang Lance Zhou(1)
|
| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chief Executive Officer
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Joseph R. Mitchell(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Former Chief Executive
|
| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Officer
|
| | | | 2021 | | | | | | 220,635 | | | | | | | | | | | | | | | | | | | | | | | | | | | 220,635 | | |
Tarek Helou
|
| | | | 2020 | | | | | | 182,911 | | | | | | | | | | | | | | | | | | | | | | | | | | | 182,911 | | |
Chief Operating Officer
|
| | | | 2021 | | | | | | 195,092 | | | | | | | | | | | | | | | | | | | | | | | | | | | 195,092 | | |
Ronald Iacobelli
|
| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chief Technology Officer
|
| | | | 2021 | | | | | | 161,564 | | | | | | | | | | | | | | | | | | | | | | | | | | | 161,564 | | |
Wenbing Chris Wang
|
| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Chief Financial Officer
|
| | | | 2021 | | | | | | 25,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,000 | | |
| | |
Option Awards
|
| |||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| ||||||||||||
Xiaofeng Denton Peng
|
| | | | 1,050,000(1) | | | | | | | | | | | | 1.72 | | | | | | 1/24/2028 | | |
Joe Mitchell
|
| | | | | | | | | | 175,000(2) | | | | | | 1.72 | | | | | | 2/15/2031 | | |
Tarek Helou
|
| | | | | | | | | | 137,500(3) | | | | | | 1.72 | | | | | | 3/30/2031 | | |
Ronald Iacobelli
|
| | | | | | | | | | 125,000(4) | | | | | | 1.72 | | | | | | 4/26/2031 | | |
Wenbing Chris Wang
|
| | | | | | | | | | 125,000(5) | | | | | | 1.72 | | | | | | 3/30/2031 | | |
Name and Address of Beneficial Owner
|
| |
Shares Beneficially
Owned |
| |
Percent of Class
|
| |
Percent of Class
after this Offering |
| |||||||||
5% Beneficial Owner: | | | | | | | | | | | | | | | | | | | |
EdisonFuture, Inc.
|
| | | | 17,500,000(1) | | | | | | 93.3% | | | | | | 76.9% | | |
4677 Old Ironsides Dr, Suite 190
Santa Clara, CA 95054 |
| | | | |||||||||||||||
Named Executive Officers and Directors: | | | | | |||||||||||||||
Xiaofeng Denton Peng
|
| | | | 1,050,000(2) | | | | | | 5.6% | | | | | | 4.6% | | |
4677 Old Ironsides Dr, Suite 190
Santa Clara, CA 95054 |
| | | | |||||||||||||||
Joe Mitchell
|
| | | | 43,750 | | | | | | * | | | | | | * | | |
1500 Lakeview Loop
Anaheim, CA 92807 |
| | | | |||||||||||||||
Tarek Helou
|
| | | | 34,375 | | | | | | * | | | | | | * | | |
1500 Lakeview Loop
Anaheim, CA 92807 |
| | | | |||||||||||||||
Chris Wang
|
| | | | 31,250 | | | | | | * | | | | | | * | | |
1500 Lakeview Loop
Anaheim, CA 92807 |
| | | | |||||||||||||||
All of our directors and
|
| | | | 1,159,375 | | | | | | 6.2% | | | | | | 5.1% | | |
officers as a group
|
| | | |
| | |
Number of
options-exercisable |
| |
Number of
options-unexercisable |
| ||||||
Xiaofeng Denton Peng
|
| | | | 1,050,000 | | | | | | — | | |
Liang Lance Zhou
|
| | | | — | | | | | | 350,000 | | |
Joe Mitchell
|
| | | | 43,750 | | | | | | — | | |
Tarek Helou
|
| | | | 34,375 | | | | | | 103,125 | | |
Ron Iacobelli
|
| | | | — | | | | | | 125,000 | | |
Wenbing Chris Wang
|
| | | | 31,250 | | | | | | 93,750 | | |
Other employees
|
| | | | 100,063 | | | | | | 745,188 | | |
Underwriters
|
| |
Number
of Shares |
| |||
Prime Number Capital, LLC
|
| | | | | | |
Total
|
| | | | | |
| | |
Per Share
|
| |
Total Without
Exercise of Over-Allotment Option |
| |
Total With Full
Exercise of Over-Allotment Option |
|
Initial public offering price
|
| | | | | | | | | |
Underwriting discounts to be paid by us(1)
|
| | | | | | | | | |
Proceeds, before expenses, to us
|
| | | | | | | | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
ASSETS
|
| | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 2,683 | | | | | $ | 15,699 | | |
Accounts receivable, net
|
| | | | 1,201 | | | | | | 1,157 | | |
Inventories
|
| | | | 2,225 | | | | | | 1,545 | | |
Prepaid expenses and other current assets
|
| | | | 528 | | | | | | 848 | | |
Total current assets
|
| | | | 6,637 | | | | | | 19,249 | | |
Property and equipment, net
|
| | | | 2,205 | | | | | | 2,766 | | |
Intangible assets, net
|
| | | | 2,323 | | | | | | 2,941 | | |
Goodwill
|
| | | | 4,271 | | | | | | 4,271 | | |
Total assets
|
| | |
$
|
15,436
|
| | | |
$
|
29,227
|
| |
LIABILITIES AND EQUITY
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 1,786 | | | | | $ | 1,356 | | |
Accrued liabilities
|
| | | | 779 | | | | | | 450 | | |
Advance from customers
|
| | | | 803 | | | | | | 709 | | |
Deferred income
|
| | | | 714 | | | | | | 1,187 | | |
Warranty reserve
|
| | | | 360 | | | | | | 530 | | |
Long-term borrowing, current portion
|
| | | | 10 | | | | | | 22 | | |
Total current liabilities
|
| | | | 4,452 | | | | | | 4,254 | | |
Long-term borrowings
|
| | | | 756 | | | | | | 183 | | |
Total liabilities
|
| | | | 5,208 | | | | | | 4,437 | | |
Commitments and contingencies (Note 15) | | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | | |
Common stocks, par $0.0004, 112,500,000 shares authorized, 17,500,000 shares issued and outstanding as of December 31, 2021 and 2020, respectively*
|
| | | | 7 | | | | | | 7 | | |
Subscription receivable
|
| | | | (7) | | | | | | (7) | | |
Additional paid-in capital
|
| | | | 26,085 | | | | | | 26,033 | | |
Accumulated deficit
|
| | | | (15,857) | | | | | | (1,243) | | |
Total equity
|
| | | | 10,228 | | | | | | 24,790 | | |
Total liabilities and equity
|
| | | $ | 15,436 | | | | | $ | 29,227 | | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||
| | |
Year Ended
December 31, 2021 |
| |
Period from
November 13, 2020 to December 31, 2020 |
| | |
Period from
January 1, 2020 to November 12, 2020 |
| |||||||||
Net sales
|
| | | $ | 2,977 | | | | | $ | 377 | | | | | | $ | 4,132 | | |
Cost of revenue
|
| | | | 3,540 | | | | | | 479 | | | | | | | 4,451 | | |
Gross loss:
|
| | | | (563) | | | | | | (102) | | | | | | | (319) | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative
|
| | | | 13,750 | | | | | | 1,147 | | | | | | | 3,686 | | |
Operating loss
|
| | | | (14,313) | | | | | | (1,249) | | | | | | | (4,005) | | |
Other income (expenses): | | | | | | | | | | | | | | | | | | | | |
Interest expenses, net
|
| | | | (3) | | | | | | (4) | | | | | | | (4) | | |
Others
|
| | | | (287) | | | | | | 12 | | | | | | | 587 | | |
Total other income (expenses), net
|
| | | | (290) | | | | | | 8 | | | | | | | 583 | | |
Loss before income taxes
|
| | | | (14,603) | | | | | | (1,241) | | | | | | | (3,422) | | |
Income tax expenses
|
| | | | (11) | | | | | | (2) | | | | | | | — | | |
Net loss
|
| | | $ | (14,614) | | | | | $ | (1,243) | | | | | | $ | (3,422) | | |
Net loss per share of common stock: | | | | | | | | | | | | | | | | | | | | |
Basic and Diluted
|
| | | $ | (0.83) | | | | | $ | (0.07) | | | | | | | | | |
Weighted average shares outstanding* | | | | | 17,500,000 | | | | | | 17,500,000 | | | | | | | | | |
| | |
Shares*
|
| |
Common
Stock Amount |
| |
Subscription
Receivable |
| |
Additional
Paid -In Capital |
| |
Accumulated
Deficit |
| |
Total
(Deficit) Equity |
| | | | | ||||||||||||||||||||||||||
Predecessor: | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | 49,558 | | | | | $ | (61,195) | | | | | $ | (11,637) | | | | | | | ||||||||
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,422) | | | | | | (3,422) | | | | | | | ||||||||
Liabilities waived by a stockholder
|
| | | | — | | | | | | — | | | | | | | | | | | | 16,847 | | | | | | — | | | | | | 16,847 | | | | | | | | | ||||||
Balance as of November 12, 2020
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | 66,405 | | | | | $ | (64,617) | | | | | $ | 1,788 | | | | | | | ||||||||
Successor: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Cancellation of Predecessor equity
|
| | | | | | | | | | | | | | | | | | | | | | (66,405) | | | | | | 64,617 | | | | | | (1,788) | | | | | | | | | | | | | ||
Business combination consideration
paid by a stockholder |
| | | | | | | | | | | | | | | | | | | | | | 9,033 | | | | | | — | | | | | | 9,033 | | | | | | | | | | | | | ||
Recapitalization
|
| | | | 17,500,000 | | | | | | 7 | | | | | | (7) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | ||||||
Balance as of November 13, 2020
|
| | | | 17,500,000 | | | | | $ | 7 | | | | | $ | (7) | | | | | $ | 9,033 | | | | | $ | — | | | | | $ | 9,033 | | | | | | | ||||||||
Capital contributions
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,000 | | | | | | — | | | | | | 17,000 | | | | | | | ||||||||
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,243) | | | | | | (1,243) | | | | | | | ||||||||
Balance as of December 31, 2020
|
| | | | 17,500,000 | | | | | | 7 | | | | | $ | (7) | | | | | $ | 26,033 | | | | | $ | (1,243) | | | | | $ | 24,790 | | | | | | | ||||||||
Net loss
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | (14,614) | | | | | | (14,614) | | | | | | | | | | | | | | |
Stock-based compensation
|
| | | | | | | | | | | | | | | | | | | | | | 52 | | | | | | | | | | | | 52 | | | | | | | | | | | | | | |
Balance as of December 31, 2021
|
| | | | 17,500,000 | | | | | $ | 7 | | | | | $ | (7) | | | | | $ | 26,085 | | | | | $ | (15,857) | | | | | $ | 10,228 | | | | | | |
| | |
Successor
|
| | |
Predecessor
|
| | ||||||||||||||
| | |
Year ended
December 31, 2021 |
| |
Period from
November 13, 2020 to December 31, 2020 |
| | |
Period from
January 1, 2020 to November 12, 2020 |
| | |||||||||||
Cash flows from operating activities:
|
| | | | | | | | | | | | | | | | | | | | | ||
Net loss
|
| | | $ | (14,614) | | | | | $ | (1,243) | | | | | | $ | (3,422) | | | | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | | | | | | | | | | ||
Depreciation and amortization
|
| | | | 1,688 | | | | | | 353 | | | | | | | 852 | | | | ||
Expenses paid by the stockholder
|
| | | | — | | | | | | — | | | | | | | 61 | | | | ||
Forgiveness of PPP loan
|
| | | | — | | | | | | — | | | | | | | (551) | | | | ||
Provision for doubtful accounts and write-off of accounts
receivable |
| | | | 100 | | | | | | — | | | | | | | — | | | | ||
Write-down for inventory
|
| | | | 493 | | | | | | — | | | | | | | — | | | | ||
Loss on disposal of property and equipment
|
| | | | 275 | | | | | | — | | | | | | | — | | | | ||
Non-cash expense
|
| | | | 48 | | | | | | — | | | | | | | — | | | | ||
Stock-based compensation expense
|
| | | | 52 | | | | | | — | | | | | | | — | | | | ||
Changes in operating assets and liabilities
|
| | | | | | | | | | | | | | | | | | | | | ||
Accounts receivable
|
| | | | (144) | | | | | | (65) | | | | | | | 603 | | | | ||
Inventories
|
| | | | (1,367) | | | | | | (61) | | | | | | | 1,793 | | | | ||
Prepaid expenses and other assets
|
| | | | 320 | | | | | | (303) | | | | | | | 108 | | | | ||
Accounts payable
|
| | | | 430 | | | | | | (93) | | | | | | | 302 | | | | ||
Accrued liabilities
|
| | | | 329 | | | | | | (25) | | | | | | | 194 | | | | | |
Advance from customers
|
| | | | 94 | | | | | | 62 | | | | | | | 90 | | | | ||
Deferred income
|
| | | | (473) | | | | | | — | | | | | | | — | | | | ||
Warranty reserve
|
| | | | (170) | | | | | | (59) | | | | | | | (19) | | | | | |
Net cash (used in) provided by operating activities
|
| | | | (12,939) | | | | | | (1,434) | | | | | | | 11 | | | | ||
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | | | ||
Purchases of property and equipment
|
| | | | (638) | | | | | | (80) | | | | | | | (556) | | | | ||
Net cash used in investing activities
|
| | | | (638) | | | | | | (80) | | | | | | | (556) | | | | ||
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | | | ||
Proceeds from borrowings
|
| | | | 586 | | | | | | — | | | | | | | 752 | | | | ||
Repayment of borrowings
|
| | | | (25) | | | | | | (15) | | | | | | | (8) | | | | ||
Proceeds of capital contribution
|
| | | | — | | | | | | 17,000 | | | | | | | — | | | | ||
Net cash generated from financing activities
|
| | | | 561 | | | | | | 16,985 | | | | | | | 744 | | | | ||
Increase (decrease) in cash and cash equivalents
|
| | | | (13,016) | | | | | | 15,471 | | | | | | | 199 | | | | ||
Cash and cash equivalents at beginning of year
|
| | | | 15,699 | | | | | | 228 | | | | | | | 29 | | | | ||
Cash and cash equivalents at end of year
|
| | | $ | 2,683 | | | | | $ | 15,699 | | | | | | $ | 228 | | | | ||
Supplemental cash flow information:
|
| | | | | | | | | | | | | | | | | | | | | ||
Interest paid
|
| | | $ | 6 | | | | | $ | 2 | | | | | | $ | 2 | | | | ||
Income tax paid
|
| | | $ | 2 | | | | | $ | — | | | | | | $ | 2 | | | | ||
Non – cash activities:
|
| | | | | | | | | | | | | | | | | | | | | ||
Loan forgiveness due to a shareholder
|
| | | | | | | | | | | | | | | | $ | 16,786 | | | |
|
Furniture, fixtures and equipment
|
| | 3 to 7 years | |
|
Automobile
|
| | 3 to 5 years | |
|
Leased automobile
|
| | 3 years | |
|
Leasehold improvements
|
| | The shorter of the estimated life or the lease term | |
| | |
Successor
|
| | |
Predecessor
|
| ||||||||||||
| | |
Year ended
December 31, 2021 |
| |
Period from November 13,
2020 to, December 31 2020 |
| | |
Period from January 1,
2020 to November 12, 2020 |
| |||||||||
Sales of EVs
|
| | | $ | 1,750 | | | | | $ | 235 | | | | | | $ | 2,690 | | |
Lease of EVs
|
| | | | 586 | | | | | | 92 | | | | | | | 492 | | |
Others
|
| | | | 641 | | | | | | 50 | | | | | | | 950 | | |
| | | | $ | 2,977 | | | | | $ | 377 | | | | | | $ | 4,132 | | |
|
Cash and cash equivalent
|
| | | $ | 228 | | |
|
Account and other receivables, net
|
| | | | 1,092 | | |
|
Inventories, net
|
| | | | 1,565 | | |
|
Property, plant and equipment, net
|
| | | | 2,864 | | |
|
Identifiable intangible assets, net
|
| | | | 3,043 | | |
|
Prepaid expenses and other assets, current and non-current
|
| | | | 537 | | |
|
Accounts payables
|
| | | | (1,449) | | |
|
Accrued and other liabilities
|
| | | | (2,908) | | |
|
Other long-term liabilities
|
| | | | (210) | | |
|
Identifiable assets acquired and liabilities assumed (a)
|
| | | | 4,762 | | |
|
Consideration (b)
|
| | | | 9,033 | | |
|
Goodwill (b-a)
|
| | | $ | 4,271 | | |
| | |
Unaudited
|
| |||
Revenue
|
| | | $ | 4,509 | | |
Net loss
|
| | | | (4,665) | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
Accounts receivable $
|
| | | | 1,236 | | | | | $ | 1,187 | | |
Less: Allowance for doubtful accounts
|
| | | | (35) | | | | | | (30) | | |
Accounts receivable, net $
|
| | | | 1,201 | | | | | $ | 1,157 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
Raw materials
|
| | | $ | 924 | | | | | $ | 635 | | |
Work in process
|
| | | | 582 | | | | | | 910 | | |
Finished goods
|
| | | | 719 | | | | | | — | | |
Total inventories
|
| | | $ | 2,225 | | | | | $ | 1,545 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
Prepaid expenses
|
| | | $ | 41 | | | | | $ | 360 | | |
Vendor deposits
|
| | | | 267 | | | | | | 223 | | |
Prepaid insurance
|
| | | | 144 | | | | | | 169 | | |
Others
|
| | | | 76 | | | | | | 96 | | |
Total prepaid and other current assets
|
| | | $ | 528 | | | | | $ | 848 | | |
| | |
Useful Life
(in months) |
| |
Gross
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||
As of December 31, 2020
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Technology
|
| | | | 60 | | | | | $ | 1,574 | | | | | $ | (52) | | | | | $ | 1,522 | | |
Tradename
|
| | | | 60 | | | | | | 1,400 | | | | | | (47) | | | | | | 1,353 | | |
Other
|
| | | | 84 | | | | | | 168 | | | | | | (102) | | | | | | 66 | | |
| | | | | | | | | | $ | 3,142 | | | | | $ | (201) | | | | | $ | 2,941 | | |
As of December 31, 2021
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Technology
|
| | | | 60 | | | | | $ | 1,574 | | | | | $ | (366) | | | | | $ | 1,208 | | |
Tradename
|
| | | | 60 | | | | | | 1,400 | | | | | | (327) | | | | | | 1,073 | | |
Other
|
| | | | 84 | | | | | | 168 | | | | | | (126) | | | | | | 42 | | |
| | | | | | | | | | $ | 3,142 | | | | | $ | (819) | | | | | $ | 2,323 | | |
| | |
USD
|
| |||
2022
|
| | | $ | 619 | | |
2023
|
| | | | 613 | | |
2024
|
| | | | 595 | | |
2025
|
| | | | 496 | | |
| | | | $ | 2,323 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
Furniture, fixtures and equipment
|
| | | $ | 1,193 | | | | | $ | 1,364 | | |
Automobile
|
| | | | 533 | | | | | | 2,163 | | |
Automobile for lease
|
| | | | 3,046 | | | | | | 3,030 | | |
Leasehold improvements
|
| | | | 77 | | | | | | 394 | | |
Construction in progress
|
| | | | 300 | | | | | | 248 | | |
| | | | | 5,149 | | | | | | 7,199 | | |
Less: accumulated depreciation
|
| | | | (2,944) | | | | | | (4,433) | | |
| | | | $ | 2,205 | | | | | $ | 2,766 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
Current portion of long-term borrowings
|
| | | $ | 10 | | | | | $ | 22 | | |
Long-term borrowings, excluding current portion
|
| | | | 756 | | | | | | 183 | | |
Total long-term borrowings
|
| | | $ | 766 | | | | | $ | 205 | | |
| | |
USD
|
| |||
For the year ending December 31, | | | |||||
2022
|
| | | $ | 10 | | |
2023
|
| | | | 13 | | |
2024
|
| | | | 13 | | |
2025
|
| | | | 4 | | |
2026
|
| | | | 589 | | |
Thereafter
|
| | | | 137 | | |
| | | | $ | 766 | | |
|
Expected term
|
| |
6.25 years
|
|
|
Risk-free interest rate
|
| |
1.36% – 1.52%
|
|
|
Expected volatility
|
| |
64.40% – 87.73%
|
|
|
Expected dividend yield
|
| |
0%
|
|
| | |
Time-based Options
|
| ||||||||||||||||||
| | |
Shares
|
| |
Weighted
Average Exercise Price Per Share |
| |
Weighted-
Average Remaining Contractual Term |
| |
Aggregate
Intrinsic Value ($000) |
| |||||||||
Outstanding as of December 31, 2020
|
| | | | — | | | | | $ | — | | | |
—
|
| | | | — | | |
Granted
|
| | | | 2,040,500 | | | | | | 1.72 | | | |
—
|
| | | | — | | |
Vested
|
| | | | — | | | | | | — | | | |
—
|
| | | | — | | |
Forfeited
|
| | | | (354,000) | | | | | | 1.72 | | | |
—
|
| | | | — | | |
Outstanding as of December 31, 2021
|
| | | | 1,686,500 | | | | | | 1.72 | | | |
9.45 years
|
| | | | 2,091 | | |
Exercisable as of December 31, 2021
|
| | | | — | | | | | | — | | | |
—
|
| | | | — | | |
Non-vested as of December 31, 2021
|
| | | | 1,686,500 | | | | | | 1.72 | | | |
9.45 years
|
| | | | 2,091 | | |
| | |
Successor
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current tax: | | | | | | | | | | | | | |
Federal tax
|
| | |
$
|
—
|
| | | | $ | — | | |
State tax
|
| | | | 11 | | | | | | 2 | | |
Total current tax
|
| | | $ | 11 | | | | | $ | 2 | | |
Deferred tax: | | | | | | | | | | | | | |
Federal tax
|
| | | $ | — | | | | | $ | — | | |
State tax
|
| | | | — | | | | | | — | | |
Total deferred tax
|
| | | $ | — | | | | | $ | — | | |
Total provision for income taxes
|
| | | $ | 11 | | | | | $ | 2 | | |
| | |
Successor
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Provision for income taxes at U.S. Federal statutory rate
|
| | | | 21.00% | | | | | | 21.00% | | |
State taxes, net of federal benefit
|
| | | | 8.36% | | | | | | 6.87% | | |
Non-deductible expenses
|
| | | | (1.34)% | | | | | | (0.04)% | | |
Credits and Incentives
|
| | | | 5.80% | | | | | | —% | | |
Change in valuation allowance
|
| | | | (33.90)% | | | | | | (27.96)% | | |
| | | | | (0.08)% | | | | | | (0.13)% | | |
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carry forwards
|
| | | $ | 4,370 | | | | | $ | 378 | | |
Credits and Incentives
|
| | | | 1,174 | | | | | | — | | |
Accruals and reserves
|
| | | | 197 | | | | | | — | | |
Property and equipment
|
| | | | (415) | | | | | | (46) | | |
Gross deferred tax assets
|
| | | | 5,326 | | | | | | 332 | | |
Valuation allowance
|
| | | | (5,326) | | | | | | (332) | | |
Total deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
| | |
Operating
Leases |
| |||
Year ending December 31, | | | | | | | |
2022
|
| | | $ | 483 | | |
2023
|
| | | | 494 | | |
2024
|
| | | | 506 | | |
2025
|
| | | | 518 | | |
Thereafter
|
| | | | 665 | | |
Total minimum lease payments
|
| | | $ | 2,666 | | |
| | |
Amount
|
| |||
Securities and Exchange Commission registration fee
|
| | | $ | 4,429.00 | | |
Nasdaq Capital Market listing fees
|
| | | | 55,025.00 | | |
Accountants’ fees and expenses
|
| | | | 362,998.00 | | |
Legal fees and expenses
|
| | | | 200,000.00 | | |
Printing and engraving expenses
|
| | | | 20,000.00 | | |
Miscellaneous
|
| | | | 36,000.00 | | |
Total expenses
|
| | | $ | 678,452.00 | | |
| | 1.1 | | | | Form of Underwriting Agreement*** | |
| | 3.1 | | | | | |
| | 3.2 | | | | | |
| | 3.3 | | | | | |
| | 3.4 | | | | | |
| | 3.5 | | | | | |
| | 4.1 | | | | | |
| | 4.2 | | | | | |
| | 4.3 | | | | | |
| | 5.1 | | | | | |
| | 10.1 | | | | | |
| | 10.2 | | | | | |
| | 10.3 | | | | Employment Agreement between Dr. Liang Lance Zhou and Phoenix Cars LLC dated March 21, 2022** | |
| | 10.4 | | | | |
| | 10.5 | | | | | |
| | 10.6 | | | | | |
| | 10.7 | | | | | |
| | 10.8 | | | | | |
| | 10.9 | | | | | |
| | 10.10 | | | | | |
| | 10.11 | | | | | |
| | 10.12 | | | | | |
| | 10.13 | | | | | |
| | 10.14 | | | | Form of Indemnification Escrow Agreement*** | |
| | 14.1 | | | | | |
| | 21.1 | | | | | |
| | 23.1 | | | | | |
| | 24.1 | | | | | |
| | 99.1 | | | | | |
| | 99.2 | | | | | |
| | 99.3 | | | | | |
| | 99.4 | | | | | |
| | 99.5 | | | | | |
| | 99.6 | | | | Consent of Steven E. Stivers to be named a director* | |
| | 99.7 | | | | | |
| | 107 | | | | |
| | | | PHOENIX MOTOR INC. | | |||
| | | |
By:
/s/ Liang Lance Zhou
Name: Liang Lance Zhou
Title: Chief Executive Officer (principal executive officer) |
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Liang Lance Zhou
Liang Lance Zhou
|
| |
Chief Executive Officer and Director
(principal executive officer) |
| | April 19, 2022 | |
|
/s/ Chris Wang
Chris Wang
|
| |
Chief Financial Officer
(principal financial and accounting officer) |
| | April 19, 2022 | |
|
/s/ Tarek Helou
Tarek Helou
|
| | Chief Operating Officer | | | April 19, 2022 | |
|
/s/ Denton Peng
Denton Peng
|
| | Chairman and Director | | | April 19, 2022 | |
|
/s/ HoongKhoeng Cheong
HoongKhoeng Cheong
|
| | Director | | | April 19, 2022 | |
Exhibit 3.5
Delaware | Page 1 | |||
The First State |
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “PHOENIX MOTOR INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF MARCH, A.D. 2022, AT 3:40 O`CLOCK P.M.
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/s/ Jeffrey W. Bullock | |
Jeffrey W. Bullock, Secretary of State | ||
3929882 8100 | Authentication: 202875759 | |
SR# 20220939636 | Date: 03-10-22 | |
You may verify this certificate online at corp.delaware.gov/authver.shtml |
State of Delaware | ||||
Secretary of State | ||||
Division of Corporations | ||||
Delivered 03:40 PM 03/09/2022 | ||||
CERTIFICATE OF AMENDMENT | FILED 03:40 PM 03/09/2022 | |||
SR 20220939636 - File Number 3929882 |
TO
AMENDED CERTIFICATE OF INCORPORATION
OF
PHOENIX MOTOR INC.
PHOENIX MOTOR INC. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: The name of the Corporation is: Phoenix Motor Inc.
SECOND: The amended certificate of incorporation of the Corporation was filed with the Secretary of State on August 4, 2021 ("Amended Certificate of Incorporation");
THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Amended Certificate of incorporation as follows:
Article V of the Corporation is hereby amended by striking out Article V thereof and by substituting in lieu of said Article the following new Article V:
"FIFTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is five hundred million (500,000,000) shares of which (i) four hundred fifty million (450,000,000) shares shall be common stock, par value $0.0001 per share (the "Common Stock''), and (ii) fifty million (50,000,000) shares shall be preferred stock, par value $0.0001 per share (the "Preferred Stock"). Shares of Preferred Stock may be issued from time to time in one or more series as may be established from time to time by resolution of the Board of Directors of the Corporation (the "Board of Directors"), each of which series shall consist of such number of shares and have such distinctive designation or title as shall be fixed by resolutions of the Board of Directors prior to the issuance of any shares of such series. Each such class or series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolutions of the Board of Directors providing for the issuance of such series Preferred Stock. The Board of Directors is further authorized to increase or decrease (but not below the number of shares of such class or series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.
On March 8, 2022, all shares of common stock, par value $0.0001 per share, of the Corporation (the "Pre-Reverse Split Stock"), issued and outstanding as of such date, shall be and hereby are automatically combined and reclassified (the "Reverse Stock Split"), such that each four (4) shares of Pre-Reverse Split Stock shall be combined and reclassified into one (1) validly issued, fully paid and non-assessable share of the Corporation's common stock, par value $0.0001 per share (the "New Common Stock"), without any action by the holders thereof. The Corporation shall not issue fractional shares of New Common Stock in connection with the Reverse Stock Split. Each stockholder entitled to receive a fractional share of New Common Stock as a result of the Reverse Stock Split shall receive such additional fractions of a share as is necessary to increase such fractional shares to a full share. The Reverse Stock Split shall have no effect on the number of authorized stock of the Corporation."
FOURTH: This Certificate of Amendment to the Amended Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly adopted and approved in accordance with the provisions of Sections 228 and 242 of the General Corporate Law of the State of Delaware at the annual meeting of the stockholders of the Corporation.
IN WITNESS WHEREOF, Phoenix Motor Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of March 8, 2022.
/s/ Xiaofeng Peng | ||
Xiaofeng Peng | ||
Chief Executive Officer |
Exhibit 10.3
PHOENIX CARS, LLC OFFER OF EMPLOYMENTMarch 16, 2022Lance Zhou Director & CEODear Mr. Zhou,We are very excited that you will be joining Phoenix Cars LLC, a California Limited Liability Company (the "Company"), as Director & CEO repo1ting to the Chairman of the Board. Yow- start date will be la1c· h 21, 2022 or another mutually agreed upon date (tbe "Effective Date"). 11ris letter will confirm the terms of your employment.At-Wm Employment Employment with the Company is employment at-will. Employment at-will may be terminated with or without cause and with oi- without notice at any time a:t the will of either you or the Company. Terms and conditions of employment with the Company may be modified at the sole discretion of the Company wltb or without cause and with or without notice. Other than the Company CEO/Chairman, no one has the authority to make any agreement for employment other than for employment at-will or to make any agreement limiting the Company's discretion to morufy the terms and conditions of employment. Only the CEO/Chairman has the autho1ity to make any such agreement and then only in writing and signed by the CEO/Chairman and the respective employee. No implied contract concerning any employment-related decision or term, or condition of employment can be established by any other statement, conduct, policy, or practice.Position and Duties You shall serve i_n the position of Director & CEO of the Company and shall perform all the duties assigned by the Chairman of the Board. Your position, job description, salary, duties and responsibilities may be modified from time to time in the sole ruscretion of the Company. You agree to strictly adhere to all of the rules and regulations of the Company as may be set forth in any Employee Manual or published policies of the Company now or in the future, inclurung all amendmentS to the Manual which may be made in the future in the Company's sole discretion (as published or amended from time to time, the "Manual").No Other Employment You agree to devote your full bu s iness time, attention, and best efforts to the business of the Company during rhe employment relationship. The Company's normal business hours are from 8:00 a.m. lo 5:00 p.m. PST, Monday through Friday.Phoenix Car.; LLC. 1500 Lakeview Loop, Anaheim, CA 92807 USA Company Confidential I
Page 2Compensation of Employee(a) Salary- The Company shall pay you, and you agree to accept from the Company in payment for your services to the Company, a salary of $200,000.00 per year (the "Yearly Salary"), payable in equal bi-monthly installments on regular dates established by the Company, subject to ap plicable tax withholding requirements. Any proposed increase of your salary, compensation or benefits must be approved by the Chairman.(b) Incentive Performance Bonus - Upon completion of a successful IPO, you wiU receive an incentive bonus of 700,000 RSU shares*, subject to the approval of the Board and in accordance with tbe existing policies and plans of the Company governing the vesting practices. You will also be eligible to receive additional bonus incentive issue in RSU based on the Company's performance and your individual KPI performance. To incentivize you to remain employed with the Company, you must be employed on the date any bonus is paid in order to earn the bonus.(c) Stock Option - Subject to the approval of lhe Board and in accordance with the existing policies and plans of the Company governing the vesting practices, you will be granted one million a11d four bundred thousand (1,400,000) shares• of stock options of Phoenix Motor Inc's Common Stock.*Note: The number of RSU and Stock Options to be granted stated abo"e are ye:ir 2021 origin11l common shares prior to upcoming anddpated year 2022 4:1 re,·erse split.(d) PTO & Holidays - 3 weeks (15 days) Paid Time off (PTO) , accmed on a monthly basis for each full monlh of employment. PTO may be applied to vacations, sick days, doctor visits, or other personal leaves and time off as you may choose, not to exceed your total accrual. Prior supervisot approval should be obtaLued whenever possible, emergency situations notwithstanding. Standard company holidays are established by Company management during the first few weeks of each year. For the current year (2022) the Company currently recognizes nine (9) fixed holidays and one floating holiday. A list of approved holidays is included as an addendum to the employee handbook which will be provided by the Human Resources Departmenl(e) Insurance - Effective the first day of the month fo!Jowing 30 days of employment, you will be eligible to participate in the Company healthcare benefit plan which includes medical, dental and vision coverage for you aud your family. The Company pays 75% of the Gold 0/30 BlueShield of California plan cost of employee and eligible Family member. 75% of the cost of coverage for you, as an employee and eligible family. The company will also contribute 75% of life insurance coverage for you equivalent to your base annual wage rate, subject to coverage limitations of the insurance carrier. Although you may be eligible for such benefits if they become available in the future, the Company does not promise or represent that such benefits will in fact become available or that once made available they will be continued.(f) 401(k) Plan - The Company offers a 401 K plan. You will be eligible to enter the plan at the beginning of the month following completion of 90 days employment. There is no Company match for the plan at this time, but the Company may elect to make future contributions to the plan at its so le discretion.Phoenix Cars LLC. 1500 Lakeview Loop, Anaheim. CA92807 USA Company Confidential
Page 3(g) Em plo ee pen e - The ompany will r imbursc you for pre-approved business xpenses (approved by the CEO/Chainn an, as provided within the guideli nes of the Company s expense policy. All expen es hall be ubj ct to review and approval by yom direct repo1i and shall requir e rea onab le documentat ion.onfidential lnformation and In ention ssignment Agreement During your employment with the Company, you may have access to certain confidential and proprietary information. Your acceptance of this offer and commence ment of employment is contingent upon the execution and delivery of the ompany's Confidential Information and In ntion ssignmeut Agreement (the ' onfidentiality Agreement ) to the Company prior to your start date a copy of which has been enclo ed for your revie\ and execution.Go ern in a, This Agreement is made and hall be construed and enforced in accordance with the laws of th State of alifomia. This Agreement and the E hibits uper ede and replace all pri r agreement or under tandi.ng , oral or written between the Company and you, except for prior confidentiality agreements , if any. This Agreement may not be modified except in writing signed both by the ompany EO and by you.ou acknowledge tha t, prior to igning this Agreement; you have had an opportunity to seek the advic of independ en t coun el of our choke relating to the term of thi greement.This employment offer will expir if not accepted wi hin five day of the document posted date. To accept the offer be£ re this expiration <lat , you must ign and date this l tter in the space provided below and return it to me along with a igned and daled copy of the Confidentia l ity Agreement. This letter together with the onfidcntiality greement constitutes and contains the entire agreement, and replaces any and all prior discussions and agreemen t . This is an integrated agreement.Please sign and date this letter below confin ning your agreement to all the foregoing.Xiaofeng Peng, Chai.rm ·r1· 0 ),y J accept the Company s offer of employment as tated in this letter an d 1 agree that the mp\oyment relationship is terminable at wil l by either the Company or me.- ]j- -e ..,hZ <f'"Date: d. /jI Phoenix Cars LLC. 1 500 L.n keview Loop, Anal1eim, CJ\ 92807 USA Company onfidcnti al
Exhibit 99.7
PHOENIX MOTOR INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
Effective [●]
I. | INTRODUCTION |
The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Phoenix Motor Inc. (the “Company”) to: (i) identify and screen individuals qualified to serve as directors and recommend to the Board candidates for nomination for election at the annual meeting of stockholders or to fill Board vacancies; (ii) develop, recommend to the Board and review the Company’s Corporate Governance Guidelines; (iii) coordinate and oversee the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the Company; and (iv) review on a regular basis the overall corporate governance of the Company and recommend improvements for approval by the Board where appropriate.
II. | COMMITTEE MEMBERSHIP |
A. | Composition |
The Committee shall consist of two or more members of the Board. Except as otherwise directed by the Board, a director selected as a Committee member shall continue to be a member for as long as he or she remains a director or until his or her earlier resignation or removal from the Committee. Any member may be removed from the Committee by the Board, with or without cause, at any time.
B. | Chair |
The Chair of the Committee shall be appointed from among the Committee members by, and serve at the pleasure of, the Board, shall preside at meetings of the Committee and shall have authority to convene meetings, set agendas for meetings, and determine the Committee’s information needs, except as otherwise provided by the Board or the Committee. In the absence of the Chair at a duly convened meeting, the Committee shall select a temporary substitute from among its members to serve as chair of the meeting. The Chair of the Committee shall serve as “Administrator” of the Company’s Policy Regarding Insider Trading and Dissemination of Inside Information in the circumstances and to the extent described therein.
C. | Independence |
Each member of the Committee shall be an “independent” director in accordance with the applicable listing standards of The Nasdaq Stock Market, LLC (“NASDAQ”) and the Company’s Corporate Governance Guidelines, subject to any exceptions or cure periods that are applicable pursuant to the foregoing requirements and the phase-in periods permitted under the rules of the NASDAQ. Any action duly taken by the Committee shall be valid and effective, whether or not the members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership provided herein.
III. | AUTHORITY |
In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated the authority to act on behalf of the Board with respect to any matter necessary or appropriate to the accomplishment of its purposes.
The Committee shall have the sole discretion to retain or obtain advice from, oversee and terminate any director search or recruitment consultant, legal counsel or other adviser to the Committee and be directly responsible for the appointment, compensation and oversight of any work of such adviser retained by the Committee, and the Company will provide appropriate funding (as determined by the Committee) for the payment of reasonable compensation to any such adviser.
IV. | COMMITTEE MEETINGS |
The Committee shall meet as often as necessary to carry out its responsibilities, which, following the Company’s initial business combination, shall be at least quarterly.
The Committee shall establish its own schedule of meetings. The Committee may also act by unanimous written consent of its members.
Notice of meetings shall be given to all Committee members or may be waived, in the same manner as required for meetings of the Board. Meetings of the Committee may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. The Committee shall otherwise establish its own rules of procedure.
V. | DELEGATION |
The Committee, by resolution approved by a majority of the Committee, may form and delegate any of its responsibilities to a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee and such delegation is not otherwise inconsistent with law and applicable rules and regulations of the U.S. Securities and Exchange Commission and the NASDAQ.
VI. | KEY RESPONSIBILITIES |
The following responsibilities are set forth as a guide for fulfilling the Committee’s purposes in such manner as the Committee determines is appropriate:
(a) recommend to the Board for approval, review the effectiveness of, recommend modifications as appropriate to, and review Company disclosures concerning: (a) the Company’s policies and procedures for identifying and screening Board nominee candidates; (b) the process and criteria (including experience, qualifications, attributes, diversity or skills in light of the Company’s business and structure) used to evaluate Board membership and director independence; and (c) any policies with regard to diversity on the Board;
(b) identify and screen director candidates (including incumbent directors for potential renomination and candidates recommended by stockholders in accordance with the Company’s policies as set forth in its proxy statement) consistent with criteria approved by the Board, and recommend to the Board candidates for: (a) nomination for election or re-election by the stockholders; and (b) any Board vacancies that are to be filled by the Board subject to any rights regarding the selection of directors by holders of preferred stock and any other contractual or other commitments of the Company;
(c) oversee the Company’s policies and procedures with respect to the consideration of director candidates recommended by stockholders, including the submission of any proxy access nominees by stockholders;
(d) review Company disclosures concerning the specific experience, qualifications, attributes or skills that led to the conclusion that each director and nominee should serve as a director in light of the Company’s business and structure;
(e) review annually the relationships between directors, the Company and members of management and recommend to the Board whether each director qualifies as “independent” under the Board’s definition of “independence” and the applicable rules of the NASDAQ and the Company’s Corporate Governance Guidelines;
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(f) assess the appropriateness of a director continuing to serve on the Board upon a substantial change in the director’s principal occupation or business association from the position such director held when originally invited to join the Board, and recommend to the Board any action to be taken with respect thereto;
(g) assess annually whether the composition of the Board as a whole reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities, and recommend any appropriate changes to the Board;
(h) (i) review the Board’s leadership structure in light of the specific characteristics or circumstances of the Company and recommend any changes to the Board for approval; (ii) discuss in coordination with the Audit Committee the effect on the Board’s leadership structure of the Board’s role in the risk oversight of the Company; and (iii) review and approve Company disclosures relating to Board leadership;
(i) review periodically the committee structure of the Board and recommend to the Board the appointment of directors to Board committees and assignment of committee chairs;
(j) review periodically the size of the Board and recommend to the Board any appropriate changes;
(k) coordinate with management to develop an appropriate director orientation program and identify continuing education opportunities;
(l) coordinate and oversee the annual self-evaluation of the role and performance of the Board, its committees, individual directors and management in the governance of the Company;
(m) develop and recommend to the Board, review the effectiveness of, and recommend modifications as appropriate to, the Corporate Governance Guidelines and other governance policies of the Company;
(n) review and address conflicts of interest of directors and executive officers, and the manner in which any such conflicts are to be monitored;
(o) review on a periodic basis, and as necessary when specific issues arise, relations with the Company’s stockholders and advise the Board on effective and appropriate stockholder communications;
(p) review emerging corporate governance issues and practices, including proxy advisory firm policies and recommendations;
(q) conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this charter, and recommend to the Board such amendments of this charter as the Committee deems appropriate;
(r) report regularly to the Board on Committee findings, recommendations and any other matters the Committee deems appropriate or the Board requests, and maintain minutes or other records of Committee meetings and activities;
(s) review all determinations and interpretations under the Company’s Policy Regarding Insider Trading and Dissemination of Inside Information; and
(t) undertake such other responsibilities as the Board may delegate or assign to the Committee from time to time.
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Exhibit 107
Calculation of Filing Fee Tables
S-1
(Form Type)
PHOENIX MOTOR INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee
Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Share(4) |
Proposed Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee(6) |
Carry Forward Form Type |
Carry Forward File Number |
Carry
Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||||||||
Fees to Be Paid | Equity | Common Stocks, par value US$0.0001 per share(1) | Rule 457(o) | 4,000,000 | 6.00 | 24,000,000 | 0.000092700 | 2,224.80 | ||||||||||||||||||||||||
Fees Previously Paid | Equity | Common Stocks, par value US$0.0001 per share (2) | Rule 457(c) | 6.00 | 150,000,000 | 0.00009270 | 13,905.00 | |||||||||||||||||||||||||
Fees Previously Paid | Equity | Common Stocks underlying Underwriter Warrants (3)(5) | Rule 457(g) | 1,771,000 | 0.00009270 | 165.00 | ||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||
Total Offering Amounts | 2,389.80 | |||||||||||||||||||||||||||||||
Total Fees Previously Paid | 13,905.00 | |||||||||||||||||||||||||||||||
Total Fee Offsets | 0.00 | |||||||||||||||||||||||||||||||
Net Fee Due | 0.00 |
(1) | The registration fee for securities is based on an estimate of the proposed maximum offering price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). |
(2) | Earlier paid on November 29, 2021. | |
(3) | We have agreed to issue to the underwriter warrants to purchase the number of common stock (the “Underwriter Warrants”) in the aggregate equal to eight percent 7% of the number of offered shares sold to investors introduced by the underwriter in the offering, divided by the public offering price per share in the offering. The exercise price of the Underwriter Warrants is equal to 125% of the public offering price per share in the offering. The Underwriter Warrant may not be exercised, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statement of which this prospectus forms a part (in accordance with FINRA Rule 5110), except that they may be assigned, in whole or in part, to any officer or partner of the Underwriter, and to members of the syndicate or selling group and their respective officers or partners. | |
(4) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. | |
(5) | No separate registration fee required pursuant to Rule 457(g) under the Securities Act. | |
(6) | Amount of registration fee is calculated based on proposed maximum aggregate offering price multiplied by 0.00009270 based on the filing fee rate issued by the Securities and Exchange Commission for the period commencing October 1, 2021. |
Table 2: Fee Offset Claims and Sources
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