Form 8-K/A - Current report: [Amend]
October 01 2024 - 3:19PM
Edgar (US Regulatory)
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0001879848
8-K/A
0001879848
2024-01-11
2024-01-11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 11, 2024
Phoenix
Motor Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41414 |
|
85-4319789 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1500
Lakeview Loop
Anaheim,
CA |
|
92807 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (909) 987-0815
N/A
(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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 $0.0004 per share |
|
PEV |
|
The
Nasdaq Stock Market LLC |
☒ |
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). |
|
|
|
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
4.02 | Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim
Review. |
(a)
On January 17, 2024, Phoenix Motor Inc. (the “Company”) filed a Current Report on Form 8-K (the “Current Report”),
which reported that the Company completed its acquisition (the “Acquisition”) from Proterra, Inc. and its subsidiary, Proterra
Operating Company, Inc. (collectively, “Proterra”), of substantially all of the assets of the Proterra Transit business line.
On
April 10, 2024, the Company filed an amendment to the Current Report (the “Amended Current Report”) to include the audited
financial statements and pro forma financial information required by Item 9.01(a) and 9.01(b) of Form 8-K.
The
Company has determined that Exhibit 99.1 filed with the Amended Current Report titled “Audited financial statements of the Proterra
Transit and Battery Leasing Business for the years ended December 31, 2023 and December 31, 2022” (the “Proterra financial
statements”) is incorrect. Ping Xie CPA LLC, the auditor who audited the Proterra financial statements, issued a disclaimer opinion
on the Proterra financial statements. However, the Proterra financial statements were mistakenly labeled as “audited” when
they should have been labeled as “unaudited”. In addition, due to the reasons described below, the Company does not have
the information to properly prepare carved-out financial statements of the business that was acquired. The balance sheet that was presented
included significant assets that were not acquired and liabilities that were not assumed. Further, the Company cannot determine if the
statement of operations properly reflects the revenue and expenses of the business that was acquired.
In
addition, the Company has determined that Exhibit 99.2 filed with the Amended Current Report titled “Unaudited Pro Forma Condensed
Combined Balance Sheet of Phoenix Motor Inc. as of December 31, 2023 and Unaudited Pro Forma Condensed Combined Statements of Income
for the years ended December 31, 2023 and December 31, 2022” is also incorrect as such financials incorrectly reflected significant
assets that were not acquired and liabilities that were not assumed and did not reflect the application of purchase accounting as required
by Article 11 of Regulation S-X. As the Company cannot determine if the historical statement of operations properly reflects the revenue
and expense of the business that was acquired, it cannot properly prepare the pro forma condensed combined statements of income.
Due
to the errors noted above, on April 30, 2024, management of the Company, with the subsequent concurrence of the Company’s Audit
Committee, determined that the following financial statements of the Company may no longer be relied upon: (i) the Audited financial
statements of the Proterra Transit and Battery Leasing Business for the years ended December 31, 2023 and December 31, 2022, included
as Exhibit 99.1 in the Amended Current Report and (ii) the Unaudited Pro Forma Condensed Combined Balance Sheet of Phoenix Motor Inc.
as of December 31, 2023 and Unaudited Pro Forma Condensed Combined Statements of Income for the years ended December 31, 2023 and December
31, 2022, included as Exhibit 99.2 in the Amended Current Report.
The
audited financial statements of Proterra required by Item 9.01(a) of Form 8-K is not available due to the following reasons: (i) Proterra
had three business groups and the three Proterra business groups were integrated and worked together to fulfill customers’ orders,
and Proterra does not have standalone data for any of its three business groups, including employee data; and (ii) Proterra did not grant
access to the Company of Proterra’s prior years’ consolidated financial data due to the integrated nature of this data. Furthermore,
due to significant personnel turnover in the accounting and finance departments of Proterra, the Company lacks the historical knowledge
and data to recreate the standalone financial statements for each business group for prior periods. The pro forma financial information
in connection with the Acquisition required by Item 9.01(b) of Form 8-K is also not available due to the same reasons stated above.
Management
and the Audit Committee of the Company are evaluating the impact of the errors in the previously issued financial statements on its assessments
of the effectiveness of its disclosure controls and procedures as of the applicable periods.
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.
Dated:
October 1, 2024 |
PHOENIX
MOTOR INC. |
|
|
|
By: |
/s/
Xiaofeng Denton Peng |
|
Name: |
Xiaofeng
Denton Peng |
|
Title: |
Chief
Executive Officer and Chairman of the Board |
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