UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
The Capital Market | ||||
The Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
On March 26, 2024, the Company filed a Current Report on Form
8-K (the “Initial 8-K”) with the U.S. Securities and Exchange Commission to report the completion of the transactions contemplated
by the Plan of Arrangement and other related matters. This amendment to the Initial 8-K amends Item 9.01 of the Initial 8-K and provides
the historical financial information required pursuant to Item 9.01(a) of Form 8-K and the pro forma financial information required pursuant
to Item 9.01(b) of Form 8-K. Except for the foregoing, no other changes have been made to the Initial
8-K.
The unaudited pro forma condensed combined financial information included in this amendment to the Initial 8-K are presented for
illustrative purposes only, contain a variety of adjustments, assumptions and estimates, and are not necessarily indicative of what the
combined company’s actual financial position or results of operations would have been had the Arrangement been completed on the
date indicated. The combined company’s actual results and financial position after the Arrangement may differ materially and adversely
from the unaudited pro forma condensed combined financial information included in this amendment to the Initial Form 8-K. Important factors
that may affect actual results include, but are not limited to, risks and uncertainties relating to the Company’s or ElectraMeccanica's
business, as applicable (including each company’s ability to achieve strategic goals, objectives and targets over applicable periods),
industry performance, and general business and economic conditions.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of ElectraMeccanica as of and for the fiscal years ended December 31, 2023 and 2022 and accompanying notes are included as Exhibit 99.1 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information
The following Unaudited Pro Forma Condensed Combined Financial Information required pursuant to Item 9.01(b) of Form 8-K are included as Exhibit 99.2 hereto and are incorporated herein by reference:
(i) | Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023. |
(ii) | Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2023. |
(iii) | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
1
(c) Exhibits.
Exhibit No. |
Description | |
23.1 | Consent of KPMG LLP | |
99.1 | Audited consolidated financial statements of ElectraMeccanica as of and for the fiscal years ended December 31, 2023 and 2022 and the related notes thereto | |
99.2 | Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023, Unaudited Pro Forma Condensed Combined Income Statement for the year ended December 31, 2023 and related notes thereto | |
104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 4, 2024 | XOS, INC. | |
By: | /s/ Dakota Semler | |
Dakota Semler | ||
Chief Executive Officer |
3