Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

SEPA

As of December 31, 2022, the company had requested advances against the SEPA for an aggregate of 18.3 million shares. In 2023 year to date, the company has requested additional advances for 107.6 million shares and received proceeds in the aggregate of $10.8 million and a reduction in the balance of the outstanding convertible note of approximately $4.2 million. There are 24.0 million shares remaining under the SEPA as of March 15, 2023.

Promissory Note – Tillou Management

Effective March 20, 2023, the Company promised to pay to the order of Tillou Management and Consulting LLC, an entity controlled by Vince McMahon, the father of the Company’s Executive Chairman, Shane McMahon, the principal amount of $2.0 million, due on demand any time after April 20, 2023. The principal amount outstanding under the note accrues interest at 20.0% per annum. As collateral for the Company’s obligations under the note, the Company granted to the note holder a security interest in certain secured collateral with recorded value of $2.4 million.

VIA Motors Acquisition

On January 31, 2023, the company closed the acquisition of VIA Motors, pursuant to the terms of the Amended and Restated Merger Agreement. In closing, the company acquired all outstanding shares of VIA Motors in exchange for the issuance of 126.5 million common shares and up to 2 million convertible preferred shares (at a ratio of 20:1 to common) and the settlement of loans advanced to VIA Motors prior to closing with a settlement value of $72.4 million. The parties agreed to use the closing price on January 24, 2023 to calculate the exchange of share consideration, which was $0.1804. In addition, the VIA Motors selling shareholders will be entitled to receive up to $180 million in convertible preferred shares upon the satisfaction of earn out provisions included in the Amended and Restated Merger agreement. Between December 31, 2022 and the closing, the company provided incremental funds to VIA Motors of approximately $2.9 million.

Yorkville Convertible Note

Subsequent to December 31, 2022, $4.1 million of the convertible note outstanding balance was converted into shares pursuant to the terms and provisions of the debenture agreement executed in October 2022. As of March 15, 2023 the outstanding balance is $0.3 million.

Acuitas SPA

On February 1, 2023, the company issued 10 million Series B convertible preferred shares following the satisfaction of conditions associated with Closing #3 in the Buyers Schedule of the SPA in consideration for the receipt of $10 million. In addition, Acuitas Capital notified the company of their request convert 5 million preferred shares into 24.5 million common shares on February 3, 2023 and subsequently a second conversion notice was issued for the conversion of 5 million preferred shares into 24.5 million common shares on February 13, 2023. There are currently 10 million convertible preferred shares outstanding.