Filed by NextGen Acquisition Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Xos, Inc.
Commission File No. 001-39598
Xos, Inc. Adds to Leadership
Team with Senior Engineering Hires
Industry Veterans Justin Yee
and Mathew Freiheit join the Xos Engineering Team
LOS ANGELES—July 29, 2021—Xos, Inc. (“Xos”),
a leading manufacturer of fully electric Class 5 to Class 8 commercial vehicles that has announced a planned business combination with
NextGen Acquisition Corporation (NASDAQ: NGAC, “NextGen”), today announced the hiring of two senior engineering leaders, Justin
Yee and Mathew Freiheit. Mr. Yee has been appointed Director of Advanced Vehicle Engineering for Xos and Mr. Freiheit has been appointed
Xos’ Chief Engineer.
In their new roles, Mr. Yee and Mr. Freiheit will
report to Xos’ CTO Rob Ferber and will work to advance its Class 8 technology, ushering in a new era of engineering innovation and
success. Both Mr. Yee and Mr. Freiheit are highly qualified industry veterans, who together bring over 40 years of trucking engineering
expertise. These appointments build upon Xos’ continued efforts to expand its workforce and drive product innovation.
“I am delighted that Justin and Mathew are
bringing their wealth of experience and trade knowledge to our engineering team,” commented Rob Ferber, CTO of Xos. “Our cutting-edge
technology has allowed us to develop electric commercial vehicles at a much lower operating cost than our competitors while offering a
seamless and supportive customer experience. We owe these achievements to our talented engineering team, and we are pleased to welcome
Justin and Mathew to propel the team even further.”
Mr. Yee most recently served as Manager of eMobility
HV Battery Systems for Daimler Trucks North America (“Daimler”), where he managed the Battery Systems team. He previously
served as Manager of Advanced Engineering, Daimler, applying advanced technologies to the trucking industry. Prior to joining Daimler,
Mr. Yee was the Lead Sr. Design Engineer for NEC Eluminant Technologies and a Project Engineer at Micro Power Electronics. Mr. Yee received
a B.S. in Mechanical Engineering from the University of Washington and an M.S. in Mechanical Engineering from Portland State University.
Mr. Freiheit most recently served as the Director
of Manufacturing at Cover Technology, where he applied his automotive manufacturing skillset to the home-building world. He also previously
worked as a Manufacturing Engineering Manager at Apple, developed the Advanced Manufacturing team at BYTON, led the development of the
Tesla Motor Dimensional Engineering & Metrology department at Tesla, and served as a Design Engineer in multiple roles at Kenworth
Truck Company. Mr. Freiheit received a B.S. in Mechanical Engineering Technology from Central Washington University.
About Xos, Inc.
Xos, Inc. is an electric mobility company dedicated
to making fleets more efficient. Xos designs and develops fully electric battery mobility systems specifically for commercial fleets.
The company’s primary focus is on medium- and heavy-duty commercial vehicles that travel on “last mile” routes (i.e.
predictable routes that are less than 200 miles per day). The company leverages its proprietary technologies to provide commercial fleets
zero emission vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal
combustion engine and commercial EV counterparts. For more information, please visit www.xostrucks.com.
About NextGen
NextGen Acquisition Corporation is a blank check
company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. NextGen is led by George Mattson, a former Partner at Goldman, Sachs & Co., and
Gregory Summe, former Chairman and CEO of Perkin Elmer and Vice Chairman of the Carlyle Group. NextGen is listed on NASDAQ under the ticker
symbol "NGAC." For more information, please visit www.nextgenacq.com.
IMPORTANT LEGAL INFORMATION
Additional Information and Where to Find It
This document relates to a proposed transaction between Xos,
Inc. (“Xos”) and NextGen Acquisition Corporation (“NextGen”). This document is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute
an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such
state or jurisdiction. In connection with the proposed transaction, NextGen filed a registration statement on Form S-4 with the SEC on
May 14, 2021, as amended by Amendment No. 1 to the registration statement filed on Form S-4 with the SEC on June 25, 2021, Amendment No.
2 to the registration statement filed on Form S-4 with the SEC on July 22, 2021, Amendment No. 3 to the registration statement filed on
Form S-4 with the SEC on July 28, 2021 and Amendment No. 4 to the registration statement filed on Form S-4 with the SEC on July 29, 2021,
which includes a document that serves as a prospectus and proxy statement of NextGen (the “proxy statement/prospectus”). The
proxy statement/prospectus will be sent to all NextGen shareholders. NextGen also will file other documents regarding the proposed transaction
with the SEC. Before making any voting decision, investors and security holders of NextGen are urged to read the registration statement,
the proxy statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the
registration statement, the proxy statement/prospectus included therein and all other relevant documents filed or that will be filed with
the SEC by NextGen through the website maintained by the SEC at www.sec.gov.
The documents filed by NextGen with the SEC also may be obtained
free of charge at NextGen’s website at https://www.nextgenacq.com/investor-info.html#filings or upon written request to 2255 Glades
Road, Suite 324A, Boca Raton, Florida 33431.
Participants in the Solicitation
NextGen and Xos and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from NextGen’s shareholders in connection with the proposed
transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed
transaction may be obtained by reading the proxy statement/prospectus. You may obtain a free copy of this document as described in the
preceding paragraph.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements within the meaning
of the federal securities laws with respect to the proposed transaction between Xos and NextGen. These forward-looking statements generally
are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the
risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of NextGen’s securities,
(ii) the risk that the transaction may not be completed by NextGen’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought by NextGen, (iii) the failure to satisfy the conditions to the consummation
of the transaction, including the adoption of the Merger Agreement by the shareholders of NextGen, the availability of the minimum amount
of cash available in the trust account in which substantially all of the proceeds of NextGen’s initial public offering and private
placements of its warrants have been deposited following redemptions by NextGen’s public shareholders and the receipt of certain
governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction,
(v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the
transaction on Xos’ business relationships, operating results, and business generally, (viii) risks that the proposed transaction
disrupts current plans and operations of Xos and potential difficulties in Xos employee retention as a result of the transaction, (ix)
the outcome of any legal proceedings that may be instituted against Xos or against NextGen related to the Merger Agreement or the proposed
transaction, (x) the ability to maintain the listing of NextGen’s securities on a national securities exchange, (xi) the price of
NextGen’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries
in which NextGen plans to operate or Xos operates, variations in operating performance across competitors, changes in laws and regulations
affecting NextGen’s or Xos’ business, Xos’ inability to implement its business plan or meet or exceed its financial
projections and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations
after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns
and a changing regulatory landscape in the highly competitive electric vehicle industry. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of NextGen’s registration statement on Form S-1 (File No. 333-248921), the registration statement on Form S-4 discussed
above, the proxy statement/prospectus included therein and other documents filed or that may be filed by NextGen from time to time with
the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking statements, and Xos and NextGen assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Xos
nor NextGen gives any assurance that either Xos or NextGen, or the combined company, will achieve its expectations.
Contacts
Xos Investor
Relations
investors@xostrucks.com
Xos Media
Relations
press@xostrucks.com
NextGen
info@NextGenacq.com
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