|
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
|
| |||
| | | | iii | | | |
| | | | 1 | | | |
| | | | 9 | | | |
| | | | 11 | | | |
| | | | 12 | | | |
| | | | 36 | | | |
| | | | 37 | | | |
| | | | 37 | | | |
| | | | 38 | | | |
| | | | 40 | | | |
| | | | 42 | | | |
| | | | 53 | | | |
| | | | 73 | | | |
| | | | 77 | | | |
| | | | 79 | | | |
| | | | 84 | | | |
| | | | 85 | | | |
| | | | 87 | | | |
| | | | 91 | | | |
| | | | 93 | | | |
| | | | 98 | | | |
| | | | 98 | | | |
| | | | 98 | | | |
| | | | 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 | | | | | $ | 20,933 | | |
Restricted cash in escrow account
|
| | | $ | — | | | | | $ | 250 | | |
Debt: | | | | | | | | | | | | | |
Long-term borrowings – current portion
|
| | | | 10 | | | | | | 10 | | |
Long-term borrowings
|
| | | | 756 | | | | | | 756 | | |
Total debt
|
| | | $ | 766 | | | | | $ | 766 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common stocks, par value $0.0004, 450,000,000 shares authorized, 17,500,000 shares issued and outstanding on an actual basis, and 20,000,000 shares outstanding on a pro forma as adjusted basis
|
| | | | 7 | | | | | | 7 | | |
Subscription receivable
|
| | | | (7) | | | | | | (7) | | |
Additional paid-in capital
|
| | | | 26,085 | | | | | | 44,585 | | |
Accumulated deficit
|
| | | | (15,857) | | | | | | (15,857) | | |
Total stockholders’ equity
|
| | | $ | 10,228 | | | | | $ | 28,728 | | |
Total capitalization
|
| | | $ | 10,994 | | | | | $ | 29,494 | | |
|
Assumed public offering price per share
|
| | | $ | 8.00 | | |
|
Net tangible book value per share as of December 31, 2021
|
| | | $ | 0.21 | | |
|
Increase in pro forma net tangible book value per share attributable to the offering
|
| | | $ | 0.90 | | |
|
Pro forma as adjusted net tangible book value per share as of December 31, 2021 after the
offering |
| | | $ | 1.11 | | |
|
Dilution per share to new investors in the offering
|
| | | $ | 6.89 | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
|
| |||||||||||||||||||||
| | |
Number
|
| |
Percent
|
| |
Amount
|
| |
Percent
|
| |
Per Share
|
| |||||||||||||||
Existing stockholders
|
| | | | 17,500,000 | | | | | | 87.5% | | | | | | 26,085 | | | | | | 57.6% | | | | | $ | 1.49 | | |
New investors
|
| | | | 2,500,000 | | | | | | 12.5% | | | | | | 20,000 | | | | | | 43.4% | | | | | $ | 8.00 | | |
Total
|
| | | | 20,000,000 | | | | | | 100.0% | | | | | | 46,085 | | | | | | 100.0% | | | | | $ | 2.30 | | |
| | |
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
|
| ||||||||||||
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 |
| |||||||||
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 | | | Director, Chairman of the Board | |
Liang Lance Zhou | | | 54 | | | Director, 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
|
| | | | 31,250 | | | | | | 93,750 | | |
Wenbing Chris Wang
|
| | | | 31,250 | | | | | | 93,750 | | |
Other employees
|
| | | | 100,063 | | | | | | 876,438 | | |
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(2)
|
| | | | | | | | | |
| | |
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, 450,000,000 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 | | | |
Second Certificate of Amendment to Amended Certificate of Incorporation of Phoenix Motor
Inc. dated March 8, 2022.* |
|
| | 3.6 | | | | Third Certificate of Amendment to Certificate of Incorporation of Phoenix Motor Inc dated April 29, 2022. ** | |
| | 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 | | | | Employment Agreement between Tarek Helou and Phoenix Car, LLC dated August 16, 2016*** | |
| | 10.7 | | | | Employment Agreement between Jose Paul Plackal and Phoenix Car, LLC dated September 27, 2021*** | |
| | 10.8 | | | | Employment Agreement between Tony X. Zhou and Phoenix Car, LLC dated November 22, 2021*** | |
| | 10.9 | | | | Employment Agreement between Can Shen “Edmund” and Phoenix Car, LLC dated January 11, 2021*** | |
| | 10.10 | | | | Independent Director Agreement between John F. Perkowski and Phoenix Motor, Inc. dated July 19, 2021*** | |
| | 10.11 | | | | Independent Director Agreement between Sam Van and Phoenix Motor, Inc. dated August 1, 2021*** | |
| | 10.12 | | | | Independent Director Agreement between Zhenxing Fu and Phoenix Motor, Inc. dated November 23, 2021*** | |
| | 10.13 | | | | Independent Director Agreement between Steve Stivers and Phoenix Motor, Inc. dated November 24, 2021*** | |
| | 10.14 | | | | | |
| | 10.15 | | | | | |
| | 10.16 | | | | | |
| | 10.17 | | | | | |
| | 10.18 | | | | | |
| | 10.19 | | | | | |
| | 10.20 | | | | | |
| | 10.21 | | | | | |
| | 10.22 | | | | Form of Indemnification Escrow Agreement*** | |
| | 14.1 | | | | | |
| | 21.1 | | | | | |
| | 23.1 | | | | | |
| | 23.2 | | | | | |
| | 24.1 | | | | | |
| | 99.1 | | | | | |
| | 99.2 | | | | | |
| | 99.3 | | | | | |
| | 99.4 | | | | | |
| | 99.5 | | | | | |
| | 99.6 | | | | | |
| | 99.7 | | | | Nominating and Corporate Governance Committee Charter* | |
| | 107 | | | | Filing Fee Table* | |
| | | | 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) |
| | May 5, 2022 | |
|
/s/ Chris Wang
Chris Wang
|
| |
Chief Financial Officer
(principal financial and accounting officer) |
| | May 5, 2022 | |
|
/s/ Tarek Helou
Tarek Helou
|
| | Chief Operating Officer | | | May 5, 2022 | |
|
/s/ Denton Peng
Denton Peng
|
| | Chairman and Director | | | May 5, 2022 | |
|
/s/ HoongKhoeng Cheong
HoongKhoeng Cheong
|
| | Director | | | May 5, 2022 | |
Exhibit 3.6
Delaware The First State Page 1 3929882 8100 Authentication: 203318610 SR# 20221708127 Date: 05-02-22 You may verify this certificate online at corp.delaware.gov/authver.shtml 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 TWENTY-NINTH DAY OF APRIL, A.D. 2022, AT 8:59 O`CLOCK P.M. |
Exhibit 5.1
345 Park Avenue |
Main 212.407.4000 Fax 212.407.4990 |
May 5, 2022
Phoenix Motor Inc.
1500 Lakeview Loop
Anaheim, CA 92807
Re:
Dear Ladies and Gentlemen:
We have acted as counsel for Phoenix Motor Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (File No. 333-261384) (the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), covering an underwritten public offering of (i) 2,500,000 shares (the “Shares”) of common stock par value $0.0004 per share (the “Common Stock”), and up to an additional 375,000 Shares that may be sold by the Company pursuant to the exercise of an over-allotment option granted to the underwriters, and (ii) warrants to purchase up to 125,000 shares of Common Stock for 125% of the public offering price granted to the underwriters as contemplated pursuant to the Registration Statement (the “Underwriter Warrants”). The Shares and the Underwriter Warrants are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into between the Company and the underwriters named therein. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission.
In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Certificate of Incorporation, as amended, and Bylaws, as currently in effect, and the form of the Company’s Amended and Restated Certificate of Incorporation filed as Exhibit 3.6 to the Registration Statement which is to be in effect prior to the closing of the offering contemplated by the Registration Statement, (ii) the Registration Statement and related Prospectus, (iii) the form of the Underwriting Agreement, (iv) the form of Underwriter Warrant, and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.
Los Angeles New York Chicago Nashville Washington, DC San Francisco Beijing Hong Kong www.loeb.com
For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership. |
May 5, 2022 Page 2 |
Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that (i) the Shares, when issued and sold as contemplated in the Registration Statement and the related Prospectus, and upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable, (ii) the Underwriter Warrants have been duly and validly authorized and when issued and sold in accordance with the terms and conditions of the Underwriting Agreement, such Underwriter Warrants will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency or other similar laws affecting creditors’ rights and to general equitable principles, and (iii) the Underwriter Warrant Shares, when issued, sold and paid for in accordance with the terms of the Underwriter Warrants, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including reported judicial decisions interpreting the General Corporation Law of the State of Delaware) and, with respect to the enforceability of the Underwriter Warrants, the laws of the State of New York, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
Exhibit 23.1
New York Office 7 Penn Plaza Suite 830 New York, New York, 10001 T 646.442.4845 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration Statement of Phoenix Motor Inc. on Amendment No.6 to Form S-1 [FILE NO. 333-261384] of our report dated April 19, 2022, with respect to our audits of the consolidated financial statements of Phoenix Motor Inc. as of December 31, 2021 and 2020, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year ended December 31, 2021, the period from November 13, 2020 through December 31, 2020 (Successor), and the period from January 1, 2020 through November 12, 2020 (Predecessor), which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum Bernstein & Pinchuk LLP
Marcum Bernstein & Pinchuk LLP
New York, NY
May 5, 2022
www.marcumbp.com