MULN Mullen Automotive Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

August 23, 2024

 ​

MULLEN AUTOMOTIVE INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-34887		86-3289406
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 ​

1405 Pioneer Street, Brea, California 92821

(Address, including zip code, of principal executive offices)

 

Registrant’s telephone number, including area code

(714) 613-1900

 

 

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	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
Common Stock, par value $0.001		MULN		The Nasdaq Stock Market, LLC (Nasdaq Capital Market)
Rights to Purchase Series A-1 Junior Participating Preferred Stock		None		The Nasdaq Stock Market, LLC (Nasdaq 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ☐

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

On August 23, 2024, Mullen Automotive Inc. (the “Company”) and its wholly-owned subsidiary, VoltiE Group, entered into a Purchase Agreement (the “Agreement”) with Volt Mobility Holding Ltd. (“Volt Mobility”) pursuant to which the Company will provide Volt Mobility with commercial electric vehicles (“EVs”), specifically, Class 1 and Class 3 Mullen vehicles and, upon U.S. certification and launch, Bollinger Class 4 vehicles, and chargers at preferred wholesale pricing for the United Arab Emirates (“UAE”) region as its exclusive representative. Volt Mobility, as the Company exclusive representative, will have the ability to set up respective dealers and distributors and service partners throughout the region. Volt Mobility committed to purchase 3,000 Class 3 commercial EVs with an initial deposit of $3.0 million for initial orders of 300 units within 60 days of execution and the balance of 2,700 units in calendar year 2025. The Company also agreed that it will coordinate with Volt Mobility to set up a fully operational service center in the UAE. In the event of default by any party with respect to any material term and upon 30-day notice, any party may terminate the Agreement in part or in its entirety without any further notice. The Agreement has a term of 16 months and will automatically renew for an additional 12 months unless notice is provided otherwise.

 

Item 7.01.

Regulation FD Disclosure.

 

On August 26, 2024, the Company issued a press release regarding is Agreement with Volt Mobility. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.​

 

The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.​

 

Item 9.01

Exhibits.

 

(d)

Exhibits

 ​

Exhibit No.		Description
10.1		Purchase Agreement dated August 23, 2024 between the Mullen Automotive Inc, VoltiE Group and Volt Mobility Holding Ltd.
99.1		Press release dated August 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 ​

 

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.

 

	MULLEN AUTOMOTIVE INC.
Date: August 26, 2024	By:	/s/ David Michery
		David Michery
		Chief Executive Officer

 

 

Exhibit 10.1

 

 

Purchase Agreement

 

This agreement is made and entered into on this August 23, 2024 by and between:

 

Volt Mobility Holding Ltd (hereinafter referred to as “Volt Mobility”), a company duly incorporated and existing under the laws of [Insert Jurisdiction], with its principal place of business located in Abu Dhabi Global Market Maryah Island.

 

And

 

VoltiE Group (hereinafter referred to as “VoltiE Group”), a company duly incorporated and existing under the laws of Florida, with its principal place of business located at 3451 Executive Way, Miramar, FL. 33025.

 

And

 

Mullen Automotive Group (hereinafter referred to as “Mullen”) a company duly incorporated and existing under the laws of the State of Delaware and the United States, with its principal place of business located at 1405 Pioneer Boulevard, Brea CA 92821

 

WHEREAS:

 

1. Volt Mobility is engaged in the business of providing innovative electric mobility solutions targeting FMCG and Transport sectors and government entities across the United Arab Emirates and the GCC countries.

 

2. VoltiE Group is engaged in the business of providing turnkey EV charging solutions that include AC charging hardware and DC charging hardware paired with its best-in-class Charger Management System (CMS) cloud-based platform and user interface to support public, private and fleet charging applications.

 

3. Mullen Automotive is an automotive company building the next generation of electric vehicles (“EVs”) manufactured in the United States including Mullen Commercial Class 1-3 EVs and Class 4-6 commercial offerings through its subsidiary Bollinger Motors.

 

4. The Parties to this Agreement recognize the synergetic benefits that may be derived from a strategic collaboration and are therefore interested in entering this Agreement to outline the framework for future cooperation.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

 

1.

Objective:

 

1. VoltiE Group and Mullen Automotive Presence in the GCC Market

 

VoltiE Group and Mullen Automotive have expressed their strong interest in entering the Gulf Cooperation Council (GCC) market, specifically targeting the United Arab Emirates (UAE) as a strategic entry point. The two organizations can provide their respective commercial electric vehicles (EVs) and the associated AC and DC chargers required to support Volt Mobilities operations, through VoltiE’s Charger Management System and user interface platform under a white-label agreement with Volt Mobility to best support the Volt Mobility brand in the region, recognizing the growing demand for sustainable transportation solutions.

 

 

 

 

2.

Agreement and Collaboration with Volt Mobility:

 

To facilitate this market entry, Mullen together with VoltiE Group agrees to engage Volt Mobility, leveraging Volt Mobility’s expertise and established presence in the region, to enter into the market

 

2.1 Testing and Homologation:

 

VoltiE Group and Mullen will provide Volt Mobility with commercial EVs and chargers for the UAE region as our exclusive representative for the region. Mullen and VoltiE will ensure all vehicles and chargers will meet UAE certification requirements. and safety standards required for market entry in the UAE and across the GCC.

 

2.2 Volt Mobility’s Commitment:

 

Volt Mobility can and will confirm all homologation for VoltiE Group and Mullen products have been met. This includes confirming all necessary tests, evaluations, and inspections required for homologation in the UAE are met and confirmed.

 

VoltiE Group and Mullen will provide support to Volt Mobility, with regard to the vehicle certification reviews, EV Charger installation training for local contractors will be provided by Volt Mobility, commissioning, maintenance, CMS and User Interface support and will provide all required documentation, and can, as needed provide support engineering personnel to be in country to support testing.

 

2.3 Registration and Branding:

 

Volt Mobility will take responsibility for registering the Mullen vehicles and VoltiE Group’s chargers, CMS and User Interface in the UAE and across the broader GCC and MENA (Middle East and North Africa) regions. This includes ensuring compliance with all relevant regulations and obtaining the necessary certifications and approvals.

 

2.4 Intellectual Property Rights:

 

Each party retains full intellectual property rights to any contributed materials used in connection with the Program, and does not give up ownership of, and all Intellectual Property Rights in, any Contributed Materials provided within the execution of the program. The Parties acknowledge and agree that all Contributed Materials are provided on an as-is basis and without any representations or warranties of any kind, whether express or implied.

 

3.

Responsibilities:

 

3.1 Mullen’s Responsibilities

 

●

Provide Volt Mobility with the vehicles to confirm certification upon execution and initial vehicles to meet 2024 order of 300 units and 2700 units for 2025.

 

●

Share relevant technical documentation to confirm the homologation process and marketing for vehicles and provide on-site personnel as needed.

 

●

Mullen Automotive agrees to appoint Volt Mobility as its exclusive representative in the UAE for the Class 1 and Class 3 Mullen vehicles .and provide Volt with preferred wholesale pricing. Upon completion of US certification, and launch of vehicle, Mullen will provide rights to Bollinger Class 4 vehicle

 

●

Mullen will establish a parts and service network in the UAE to support Volt Mobility purchase of vehicles.

 

●

In the event the decision is made to manufacture Mullen Vehicles in the UAE, pricing to Volt Mobility will be reviewed.

 

 

3.2 VoltiE Group’s Responsibilities:

 

●

Provide Volt Mobility with the necessary chargers for testing and homologation.

 

●

Provide the VoltiE Group CMS platform and User Interface for Volt Mobility branding

 

●

Provide technical support for the Volt Mobility branded CMS and User Interface

 

●

Share relevant technical documentation and specifications required for the homologation process.

 

3.3 Volt Mobility’s Responsibilities:

 

●

Confirm all homologation and testing procedures have been met.

 

●

Register the vehicles and chargers in the GCC and MENA regions.

 

●

Purchase 3000 vehicles over the initial 16 month period

 

●

Volt Mobility will be responsible for transport and all import fees from mutually agreed US FOB location.

 

●

Volt Mobility will make good faith deposit of $3 million USD for the initial orders of 300 units within 60 days of execution.

 

●

Install and commission Volt Mobiity branded chargers supplied by VoltiE Group to the Volt Mobility branded CMS platform.

 

●

Volt Mobility as exclusive representative will have the ability to set up respective dealers and distributors and service partners through the region on behalf of Mullen vehicles.

 

4.

Mullen and VoltiE Group’s Commitments:

 

4.1 Provision of EV Chargers:

 

VoltiE Group will supply one dual port 22kW AC charger to be used for the testing and homologation period at no cost to Volt Mobility.

 

4.2 Technical Support:

 

VoltiE Group and Mullen agree to provide ongoing technical support to Volt Mobility to ensure the successful integration and operation of its EVs and charging infrastructure within the UAE market. This support will include, but is not limited to, assisting Volt Mobility in establishing a service center within the country. Mullen can provide training for all personnel and can support with all documentation including complete lists of tools needed and training and video guides in English.

 

4.3 Setting Up a Service Center:

 

As part of this technical support, VoltiE Group and Mullen will collaborate with Volt Mobility to set up a fully operational service center in the UAE. This center will be equipped to handle the maintenance, repair, and servicing of the commercial EVs and chargers provided by Mullen and the VoltiE Group respectively. Both organizations will offer the necessary training, technical knowledge, and resources to Volt Mobility’s team to ensure that the service center meets the required standards for supporting the vehicles and their related infrastructure.

 

 

 

5.

Mutual Cooperation:

 

5.1 Shared Resources:

 

All parties agree to share relevant resources and expertise to ensure the success of this collaboration. This includes joint efforts in market research, customer support, and after-sales service.

 

5.2 Communications:

 

The Parties plan to meet weekly during the term of the Agreement to share weekly reporting from the Charging Infrastructure and the Vehicles within the Designated Fleets

 

6.

Formal Agreement:

 

6.1 Formal Agreement:

 

This binding Purchase Agreement serves as the agreement of all parties, Mullen, Volt Mobility and In VoltiE Group. In the event of default by any party named in the agreement with respect to any material terms of this agreement and notice of said default any party may terminate this agreement in part or in its entirety without any further notice.

 

6.2 Purchased Electric Vehicles - Orders:

 

Mullen:

 

Volt Mobility commits to purchase 3,000 Class 3 commercial electric vehicles commencing with 300 units in the remainder of 2024 with the balance of 2700 units in calendar year 2025. Estimated value for the 16 month contract is $210 Million.

 

VoltiE Group:

 

●

Volt Mobility will use the VoltiE CMS platform and user interface under a white-label agreement with Volt Mobility branding.

 

●

Custom integrations to support Volt Mobilities Fleet, Public and Private customers will be detailed with software engineering fees in the formal agreement.

 

●

Volt Mobility has requested to purchase 30 DC Fast Chargers with the Volt Mobility branding on them from VoltiE to operate on it’s network in September of 2024.

 

●

Pricing and DC Fast Charger model for the September order will be detailed in a separate addendum.

 

●

Initial quantiles and forward-looking projections for AC and DC chargers will be forecasted in a separate addendum.

 

7.

Term and Termination:

 

7.1 Term: Sixteen months. Automatic renewal for another 12 months if no notice provided otherwise.

 

7.2 Territory: GCC and MENA

 

 

 

 

7.3 Termination:

 

In the event of default by any party named in the agreement with respect to any material terms of this agreement and 30-day notice of said default any party may terminate this agreement in part or in its entirety without any further notice.

 

8.

Governing Law:

 

Disputes to be governed by International Arbitration in a neutral venue

 

9.

Disclosure

 

All external communications will be mutually agreed by all parties prior to distribution or announcement.

 

10.

Signatures:

 

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written.

 

For Volt Mobility Holding Ltd:
Name:	Sophia Nau
Title:	Managing Director
Signature:	/s/ Sophia Nau
Date:	23 Aug 2024
For VoltiE Group:
Name:	James Nork
Title:	President
Signature:	/s/ James Nork
Date:	23 Aug 2024
For Mullen Automotive :
Name:	Marianne McInerney
Title:	Chief Strategy Officer
Signature:	/s/ Marianne McInerney
Date:	August 23, 2024

 

 

Exhibit 99.1

 

 

Volt Mobility Enters into $210 Million Contract with Mullen
Automotive to Purchase 3,000 Class 1 and Class 3 EV Cargo Vans and Trucks

 

 

Mullen to receive initial $3 million deposit and will begin shipping first vehicles immediately

 

Volt, a leading UAE-based commercial leasing company with clients including UPS, DHL and FedEx, to
purchase 3,000 EV cargo vans and trucks over the next 16 months

 

BREA, Calif., August 26, 2024 – via IBN – Mullen Automotive, Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an electric vehicle (“EV”) manufacturer, announced today that Volt Mobility (“Volt”), based in the United Arab Emirates (“UAE”), has entered into a purchase agreement for approximately $210 million to acquire 3,000 Class 1 and Class 3 EV cargo vans and trucks over a 16-month period. Mullen will receive an initial $3 million deposit within 60 days and additional payments as the vehicles are delivered. The Company will begin shipping the first vehicles immediately.

 

Mullen expects to recognize approximately $210 million in revenue over the next 16 months of the agreement. Volt intends to lease these vehicles to its corporate customers based in the Middle East and Gulf States. Current Volt clients include UPS, DHL and FedEx throughout the Gulf Cooperation Council (“GCC”) region, which includes Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates (UAE).

 

 

 

 

Volt’s vehicle order will be assembled at Mullen’s Tunica, Mississippi-based Commercial Vehicle Facility, which is capable of producing 20,000 Class 1 and 6,000 Class 3 vehicles annually with two production shifts.

 

Founded in 2020, Volt quickly established itself as one of the largest and most influential commercial EV leasing companies in the region. Volt’s vehicle portfolio includes 17 models with focus on light, medium and heavy-duty electric vehicles. Volt leases vehicles to corporate customers providing first to last-mile delivery for fast moving goods and provides heavy duty trucks for shuttling service across the region, serving clients including large transport businesses under a long-term secured leasing model

 

The UAE has identified e-mobility as a priority policy area and is now seven years into an ambitious plan to decarbonize its infrastructure and energy production. The Emirate’s Clean Energy Strategy 2050 and Net Zero Carbon Emissions Strategy 2050 seek to generate 100% power from clean energy sources by 2050. Furthermore, Dubai’s Roads and Transport Authority (“RTA”) has rolled out a long-term strategy to migrate towards net-zero emission public transport by 2050.

 

“At Volt, we don’t just follow trends; we set them. Our mission is clear: lead the transformation to sustainable, efficient and cutting-edge transportation,” said Sophia Nau, managing director and CFO for Volt Mobility.

 

“Volt is reshaping the way people and businesses move across the UAE and GCC,” said David Michery, CEO and chairman of Mullen Automotive. “This landmark agreement provides Mullen with exposure to leading global transportation companies and the opportunity for utilizing Mullen EVs across the UAE and other areas of the Middle East.”

 

Additional details, including the related agreement, can be found in the Company’s Form 8-K to be filed with the SEC.

 

 

 

Mullen’s commercial EV lineup includes the Mullen ONE Class 1 EV cargo van, the Mullen THREE Class 3 EV cab chassis truck, and the Bollinger B4 Class 4 and Bollinger B5 Class 5 EV cab chassis trucks from its subsidiary, Bollinger Motors. Mullen’s full lineup of commercial EVs is purpose-built to meet the demands of urban last-mile delivery; available for sale and in full compliance with U.S. Federal Motor Vehicle Safety Standards, the Environmental Protection Agency and the California Air Resources Board (“CARB”) certifications, denoting strict adherence to clean air emissions standards. The Bollinger B4 begins Start of Production (“SOP”) on Sept. 16, 2024, with deliveries beginning in October 2024.

 

About Volt Mobility

We are unwavering in our commitment to sustainability, and we firmly believe in the potential of electric mobility to revolutionize industrial transportation. Our steadfast commitment aligns seamlessly with the transformative potential of electric mobility in the industrial sector. By leveraging the latest technologies, we strive to create a cleaner, more efficient and seamlessly connected transportation network tailored for industrial applications. Whether you operate in logistics, manufacturing or any industrial sector, Volt Industrial Mobility is your partner in driving positive change. Join us as we work towards a future where industrial electric vehicles play a pivotal role in creating environmentally conscious, high-performance and cost-effective transportation solutions.

 

To learn more about Volt, visit www.VoltMobility.group.

 

About Mullen

Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive company building the next generation of commercial electric vehicles (“EVs”) with two United States-based vehicle plants located in Tunica, Mississippi, (120,000 square feet) and Mishawaka, Indiana (650,000 square feet). In August 2023, Mullen began commercial vehicle production in Tunica. In September 2023, Mullen received IRS approval for federal EV tax credits on its commercial vehicles with a Qualified Manufacturer designation that offers eligible customers up to $7,500 per vehicle. As of January 2024, both the Mullen ONE, a Class 1 EV cargo van, and Mullen THREE, a Class 3 EV cab chassis truck, are California Air Resource Board (“CARB”) and EPA certified and available for sale in the U.S. Recently, CARB issued HVIP approval on the Mullen THREE, Class 3 EV truck, providing up to a $45,000 cash voucher at time of vehicle purchase. The Company has also recently expanded its commercial dealer network with the addition of Pritchard EV, National Auto Fleet Group, Ziegler Truck Group, Range Truck Group and Eco Auto, providing sales and service coverage in key Midwest, West Coast and Pacific Northwest and New England markets. The Company also recently announced Foreign Trade Zone (“FTZ”) status approval for its Tunica, Mississippi, commercial vehicle manufacturing center. FTZ approval provides a number of benefits, including deferment of duties owed and elimination of duties on exported vehicles.

To learn more about the Company, visit www.MullenUSA.com.

 

 

 

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements about our plans, expectations and objectives with respect to the purchase agreement with Volt, the anticipated purchase and delivery of vehicles and expected revenue. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Mullen and are difficult to predict. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are subject to a number of risks and uncertainties, including but are not limited to, uncertainty that Volt will abide by its contractual obligations, including payment of the deposit and order of vehicles as expected, the timing and dates for receipt of payments pursuant to the agreement, successful certification of the vehicles in the GCC region, delays in production and delivery of vehicles, unanticipated returns of vehicles, delayed commercial product launches and the achievement of operational milestones, and changes in domestic and foreign business, market, financial, political and legal conditions that may affect incentives and the general market for EVs.. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Mullen with the Securities and Exchange Commission. Mullen anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Mullen assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Mullen’s plans and expectations as of any subsequent date.

 

Contact:

Mullen Automotive, Inc.

+1 (714) 613-1900

www.MullenUSA.com

 

Corporate Communications:

IBN
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com

 

v3.24.2.u1

Cover	Aug. 23, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 23, 2024
Entity File Number	001-34887
Entity Registrant Name	MULLEN AUTOMOTIVE INC.
Entity Central Index Key	0001499961
Entity Tax Identification Number	86-3289406
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1405 Pioneer Street
Entity Address, City or Town	Brea
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92821
City Area Code	714
Local Phone Number	613-1900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	MULN
Security Exchange Name	NASDAQ
Rights to Purchase Series A-1 Junior Participating Preferred Stock
Title of 12(b) Security	Rights to Purchase Series A-1 Junior Participating Preferred Stock
Trading Symbol	None
Security Exchange Name	NASDAQ

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