Item 7.01 Regulation FD Disclosure.
On June 23, 2022, Ideanomics, Inc. (the "Company") and VIA Motors International,
Inc. ("VIA Motors") provided supplemental information in connection with the
anticipated closing of the merger for the acquisition of VIA Motors by the
Company, through a conference call and a webcast for investors and the public. A
presentation for reference during such call and webcast is furnished as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Investor Presentation, dated June 23, 2022.
104 Cover page Interactive Data File (embedded within the Inline XBRL document).
Cautionary Statement Regarding Forward-Looking Statements
This communication relates to a proposed transaction between the Company and VIA
Motors. This communication includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact included herein
are "forward-looking statements." These forward-looking statements are often
identified by the use of forward-looking terminology such as "believes,"
"expects" or similar expressions, involve known and unknown risks and
uncertainties, and include statements regarding our proposed acquisition of VIA
Motors, statements about the expected benefits of the transaction, our business
strategy and planned product offerings, and potential future financial results.
Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, they do involve assumptions, risks
and uncertainties, and these expectations may prove to be incorrect. You should
not place undue reliance on these forward-looking statements, which speak only
as of the date of this communication. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of a variety of risks and uncertainties, such as risks related to: our
ability to consummate the proposed transaction on a timely basis or at all; our
ability to successfully integrate VIA Motors's operations and personnel; our
ability to implement our plan, forecasts and other expectations with respect to
VIA Motor's business after the completion of the transaction and realize
expected synergies; our need to raise substantial capital in order to support
the combined company's business plan; the satisfaction of the conditions
precedent to consummation of the proposed transaction; our ability to secure
regulatory approvals on the terms expected in a timely manner or at all; our
ability to realize the anticipated benefits of the proposed transaction,
including the possibility that the expected benefits from the proposed
transaction will not be realized or will not be realized within the expected
time period; disruption from the transaction making it more difficult to
maintain business and operational relationships; any negative effects of the
announcement or the consummation of the proposed transaction on the market price
of our common stock or on our operating results; the impact of significant
transaction costs and unknown liabilities on our operating results; the risk of
litigation and/or regulatory actions related to the proposed transaction; the
exertion of management's time and our resources, and other expenses incurred in
connection with the transaction; the effect of the announcement or pendency of
the transaction on the Company's and VIA Motor's business relationships,
operating results, and business generally; the transformation of our business
model; fluctuations in our operating results; strain to our personnel
management, financial systems and other resources as we grow our business; our
ability to attract and retain key employees and senior management; competitive
pressure; our international operations. These risks, as well as other risks
related to the proposed transaction, are described in the registration statement
on Form S-4, as amended, and proxy statement/prospectus that was filed with the
Securities and Exchange Commission (the "SEC") in connection with the proposed
transaction. While the list of factors presented here is, and the list of
factors presented in the registration statement on Form S-4 are, considered
representative, no such list should be considered to be a complete statement of
all potential risks and uncertainties. For additional information about other
factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to our periodic
reports and other filings with the SEC, including the risk factors identified in
our most recent Quarterly Reports on Form 10-Q and Annual Report on Form 10-K;
and other risks and uncertainties disclosed under the sections entitled "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our most recent Form 10-K and Form 10-Q filed with the
SEC, and similar disclosures in subsequent reports filed with the SEC, which are
available on the SEC website at www.sec.gov. All forward-looking statements
attributable to Ideanomics or persons acting on its behalf are expressly
qualified in their entirety by these risk factors. Other than as required under
the securities laws, Ideanomics does not assume a duty to update these
forward-looking statements.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information About the Merger and Where to Find It
In connection with the proposed transaction, the Company filed with the SEC a
registration statement on Form S-4 that includes a prospectus and proxy
statement of the Company. We may also file other relevant documents with the SEC
regarding the proposed transaction. This document is not a substitute for the
proxy statement/prospectus or registration statement or any other document that
we have filed or may file with the SEC. The definitive proxy
statement/prospectus (if and when available) will be mailed to stockholders of
the Company and VIA Motors. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT HAVE FILED OR MAY BE FILE WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to
obtain free copies of the registration statement and proxy statement/prospectus
(if and when available) and other documents containing important information
about the Company, VIA Motors and the proposed transaction, once such documents
are filed with the SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by the Company
will be available free of charge on our website at www.ideanomics.com or by
contacting our Investor Relations department at IR@Ideanomics.com.
Participants in the Solicitation
The Company, VIA Motors and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about the directors and
executive officers of the Company, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in our
Annual Report on Form 10-K for the year ended December 31, 2020, which was filed
with the SEC on March 31, 2021. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with the SEC
regarding the proposed transaction when such materials become available.
Investors should read the proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free
copies of these documents from the Company or VIA Motors using the sources
indicated above and below.
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