Xos, Inc. Files 8-K for Shareholder Solicitation

TL;DR

**Xos, Inc. is actively soliciting shareholder support, watch for upcoming proxy materials.**

AI Summary

Xos, Inc. filed an 8-K on January 11, 2024, primarily to disclose that it is soliciting material pursuant to Rule 14a-12 under the Exchange Act. This filing indicates that Xos, Inc. is actively engaging with shareholders, likely in preparation for an upcoming shareholder vote or corporate action. For investors, this means the company is communicating important information that could influence future stock performance, and they should pay close attention to any proxy materials or solicitations that follow.

Why It Matters

This filing signals that Xos, Inc. is engaging with shareholders on a significant matter, which could impact the company's strategic direction or capital structure.

Risk Assessment

Risk Level: low — This 8-K is a procedural filing indicating shareholder communication, not an event that inherently carries high risk.

Analyst Insight

A smart investor would monitor Xos, Inc.'s subsequent SEC filings for the specific details of the shareholder solicitation, as this will reveal the nature of the corporate action requiring shareholder engagement.

Key Numbers

• 001-39598 — Commission File Number (identifies Xos, Inc.'s registration with the SEC)
• 98-1550505 — I.R.S. Employer Identification No. (identifies Xos, Inc. for tax purposes)
• 3550 Tyburn Street — Business Address (principal executive offices of Xos, Inc.)
• (818) 316-1890 — Business Phone (contact number for Xos, Inc.)

Key Players & Entities

• Xos, Inc. (company) — the registrant filing the 8-K
• NextGen Acquisition Corp (company) — former name of Xos, Inc.
• January 11, 2024 (date) — date of earliest event reported and filing date
• Rule 14a-12 (regulation) — the specific rule under which soliciting material is being filed
• $0.0001 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Xos, Inc. will issue proxy materials or a definitive proxy statement in the near future. (Xos, Inc.) — high confidence, target: Q1 2024
• The shareholder solicitation relates to a significant corporate event requiring shareholder approval. (Xos, Inc.) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share XOS The Nasdaq
• $345.00 — of Common Stock at an exercise price of $345.00 per share XOSWW The Nasdaq Capital

Filing Documents

• ea191503-8k_xosinc.htm (8-K) — 54KB
• ea191503ex99-1_xosinc.htm (EX-99.1) — 68KB
• ex99-1_001.jpg (GRAPHIC) — 33KB
• 0001213900-24-002872.txt ( ) — 400KB
• xos-20240111.xsd (EX-101.SCH) — 4KB
• xos-20240111_def.xml (EX-101.DEF) — 26KB
• xos-20240111_lab.xml (EX-101.LAB) — 36KB
• xos-20240111_pre.xml (EX-101.PRE) — 25KB
• ea191503-8k_xosinc_htm.xml (XML) — 5KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 11, 2024, Xos, Inc., a Delaware corporation ("Xos"), and ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia ("ElectraMeccanica"), issued a joint press release announcing entry into an arrangement agreement (the "Arrangement Agreement"), pursuant to which Xos will acquire all of the issued and outstanding common shares of ElectraMeccanica pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing or document. Additional Information and Where to Find It In connection with the proposed transaction, Xos and ElectraMeccanica intend to file with the U.S. Securities and Exchange Commission (the "SEC") joint preliminary and definitive proxy statements, including management information circulars, and other relevant documents relating to the proposed transaction. Promptly after filing the joint definitive proxy statement with the SEC, Xos and ElectraMeccanica will mail the joint definitive proxy as of a record date to be established for voting on the matters related to the proposed transaction and any

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Joint Press Release of Xos, Inc. and ElectraMeccanica Vehicles Corp. dated January 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 SIGNATURE 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. Dated: January 11, 2024 XOS, INC. By: /s/ Dakota Semler Dakota Semler Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR