XOS Xos Inc

Explanatory Note 

The statement on Schedule 13D, originally filed with the Securities and Exchange Commission on August 19, 2022, is hereby amended and supplemented by this Amendment No. 1 to Schedule 13D (this “Schedule 13D/A”). 

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons beneficially own 30,873,217 shares of Common Stock as reflected in this Schedule 13D/A. The consideration used to acquire beneficial ownership of 19,301,251 shares of Common Stock consisted of securities of Xos, Inc. (now known as Xos Fleet, Inc.) (“Legacy Xos”). The Reporting Persons acquired such shares of Common Stock pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021 (the “Agreement”), by and among NextGen Acquisition Corporation (“Acquiror”), Sky Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”) and Legacy Xos, pursuant to which Merger Sub merged (the “Merger”) with and into Legacy Xos, hereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. The Reporting Persons used personal funds in order to acquire the securities of Legacy Xos.

The consideration used to acquire 11,571,966 shares of Common Stock consisted of cash used to purchase a convertible promissory note in the principal amount of $20,000,000 (the “Note”) pursuant to a note purchase agreement (the “Note Purchase Agreement”) between the Issuer and Aljomaih. The Note is convertible into shares of Common Stock, cash or a combination of cash and Common Stock, at the Issuer’s election. The Note provides a conversion right, in which Aljomaih may, on or after November 9, 2022, elect to convert the outstanding principal amount of the Note by providing written notice to the Issuer. The conversion price for the Note will initially be equal to $2.3817 per share, subject to adjustment in certain events pursuant to the terms of the Note. Aljomaih used personal funds in order to acquire the Note.

On September 28, 2022, the Company and Aljomaih agreed to amend and restate the Note (the “Amended and Restated Note”) to, among other things, adjust the calculation of the shares of the Company’s common stock issuable as interest (the “Interest Shares”). The Amended and Restated Note provides that if (x) the 10-day volume weighted average price ending on the trading day immediately prior to the applicable payment date (the “10-day VWAP”) is greater than or equal to the Nasdaq Minimum Price (as defined in the Amended and Restated Note) or (y) the Company has received the requisite approval from its stockholders to issue Interest Shares below the conversion price or to issue more than 19.99% of the outstanding shares of Common Stock at an issue price below the Nasdaq Minimum Price, the number of Interest Shares to be issued shall be calculated based on the 10‑Day VWAP; otherwise, the number of Interest Shares to be issued shall be based on the Nasdaq Minimum Price.

Item 4. Purpose of Transaction

The information provided in response to Item 3 hereof is incorporated herein by reference.

Upon the mutual consent of Aljomaih and the Issuer on or before November 30, 2022, the Issuer has also agreed to issue and sell additional convertible notes up to a principal amount of $20,000,000 to Aljomaih, on terms and conditions to be negotiated in good faith.

The Issuer has also agreed to grant Aljomaih a right to designate one individual for nomination (the “Designated Director”) to the Issuer’s board of directors (the “Board”), subject to the approval of the Issuer and the Board and satisfaction of certain conditions. The Designated Director will be designated for nomination as a Class I director and a member of the Board as soon as reasonably practicable and shall continue as a director of the Board until the earlier of the date that (i) Aljomaih first no longer own at least 5% of the then outstanding shares of Common Stock, or (ii) is 30 days immediately prior to the next election of Class I directors (the “Director Right Termination Date”). The Designated Director will execute a written consent agreeing to resign no later than the Director Right Termination Date and upon the request of the Board in connection with a change of control. If the Designated Director ceases to serve as a member of the Board at any time prior to the Director Right Termination Date, then Aljomaih shall be permitted to nominate another individual as a Designated Director pursuant to the provisions set forth in Section 6(a) of the Note Purchase Agreement, provided that any such right to designate a replacement Designated Director shall terminate on the Director Right Termination Date or the date of resignation of a Designated Director due to a change of control.

Item 5. Interest in Securities of the Issuer

The information in Items 4 and 6 hereof is incorporated by reference herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In addition to the arrangements described below, the information furnished in Item 3 is incorporated into this Item 6 by reference.

In addition, the Issuer has agreed to give Aljomaih a right of first offer (the “Right of First Offer”) with respect to any future distribution of products or services offered by the Issuer in Cooperation Council for the Arab States of the Gulf (Saudi Arabia, Bahrain, Kuwait, United Arab Emirates, Qatar and Oman), Jordan, Iraq, Syria, Lebanon, Egypt and Yemen. The Right of First Offer will terminate upon the earlier of (i) the first date Aljomaih no longer holds 5% of the Issuer’s then outstanding shares of Common Stock, or (ii) August 9, 2025.

On September 30, 2022, the Issuer filed a registration statement registering the resale by Aljomaih of any shares of Common Stock issuable upon conversion of the Note under the Securities Act of 1933, as amended.

Item 7. Material to be Filed as Exhibits

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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