Item 1.01. Entry into a Material Definitive Agreement.






Registration Rights Agreement

In connection with the Business Combination, on the Closing Date, the Company, NextGen Sponsor and certain other parties entered into the Amended and Restated Registration Rights Agreement (the "A&R Registration Rights Agreement"), pursuant to which the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of Xos that are held by the parties thereto from time to time, subject to the restrictions on transfer therein. The A&R Registration Rights Agreement amends and restates that certain Registration Rights Agreement by and among NextGen, NextGen Sponsor and the other parties thereto, dated October 6, 2020 and entered into in connection with NextGen's initial public offering and that certain Investor Rights Agreement by and among Legacy Xos and the other parties thereto, dated December 31, 2020. The A&R Registration Rights Agreement will terminate on the earlier of (i) the tenth anniversary of the date of the A&R Registration Rights Agreement or (ii) with respect to any party thereto, on the date that such party no longer holds any Registrable Securities (as defined therein). The terms of the A&R Registration Rights Agreement are described in the Proxy Statement/Prospectus in the section entitled "BCA Proposal-Related Agreements-Registration Rights Agreement" beginning on page 99 of the Proxy Statement/Prospectus.

The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by the full text of the A&R Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.4 and incorporated herein by reference.





Lock-Up Agreements

In connection with the Business Combination, on the Closing Date, certain stockholders, officers and directors of Legacy Xos (the "Lock-Up Stockholders") entered into lock-up agreements (the "Lock-Up Agreements") pursuant to which they will be contractually restricted from selling or transferring any of (i) shares of Common Stock held by them immediately following the Closing and (ii) any shares of Common Stock that result from converting securities they held immediately following the Closing (the "Lock-Up Shares"). Such restrictions begin on Closing Date and end on the date that is 180 days after the Closing Date.





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Additionally, Dakota Semler and Giordano Sordoni (the "Founders") agreed to additional lock-up restrictions beyond those described above. During the term beginning on the 180th day after the Closing Date and ending two years following the Closing Date, the Founders are only permitted to sell their Lock-Up Shares via written trading plans in compliance with Rule 10b5-1 under the Exchange Act. The foregoing description of the Lock-Up Agreements is qualified in its entirety by the full text of the form of Lock-Up Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.

NextGen Sponsor entered into a letter agreement, dated October 6, 2020, by and among NextGen, NextGen Sponsor and the other parties thereto, pursuant to which NextGen Sponsor is subject to a lock-up ending on the earlier of (i) the date that is one year after the Closing Date and (ii) the date on which the last reported sale price of Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.





Indemnification Agreements
. . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.





                              FORM 10 INFORMATION

Prior to the Closing, the Company was a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) with no operations, formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding company whose only assets consist of equity interests in Xos Fleet, Inc. Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as NextGen was immediately before the Merger, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

The Company makes forward-looking statements in this Current Report on Form 8-K and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Current Report on Form 8-K, regarding the Company's future financial performance, as well as the Company's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company, incident to its business.





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These forward-looking statements are based on information available as of the date of this Current Report on Form 8-K, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated herein by reference should not be relied upon as representing the Company's views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the Company's actual results or performance may be materially different from those . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 3.02.

The shares of Common Stock issued in connection with the Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Item 4.01. Changes in Registrant's Certifying Accountant.

On August 20, 2021, the Audit Committee of the Company's Board of Directors approved the engagement of WithumSmith+Brown, PC ("Withum") as the Company's independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2021, subject to execution of the engagement letter. Withum served as the independent registered public accounting firm of Legacy Xos prior to the Business Combination. Accordingly, Marcum LLP ("Marcum"), NextGen's independent registered public accounting firm prior to the Business Combination, was informed on the Closing Date that it would be dismissed and replaced by Withum as the Company's independent registered public accounting firm.

Marcum's report on NextGen's financial statements as of December 31, 2020, and for the period from July 29, 2020 (inception) through December 31, 2020, and the related notes to the financial statements (collectively, the "financial statements"), did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except for the substantial doubt about the Company's ability to continue as a going concern.

During the period from July 29, 2020 (inception) through December 31, 2020, and the subsequent period through August 20, 2021, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audited scope or procedures, which disagreements if not resolved to Marcum's satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act, except for the control deficiency disclosed as a material weakness in NextGen's Annual Report on Form 10-K/A.

The Company has provided Marcum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.

Item 5.01. Changes in Control of the Registrant.

The information set forth in the section entitled "Introductory Note" and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the completion of the Business Combination pursuant to the Merger Agreement, a change of control of NextGen has occurred, and the stockholders of NextGen as of immediately prior to the Closing held 10.5% of the outstanding shares of Common Stock immediately following the Closing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth in the sections entitled "Directors and Executive Officers" and "Certain Relationships and Related Transactions" in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.





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Xos, Inc. 2021 Equity Incentive Plan

At extraordinary general meeting of the stockholders of the Company on August 18, 2021 (the "Special Meeting"), the stockholders of the Company considered and approved the Xos, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). The 2021 Plan was previously approved, subject to stockholder approval, by the Board of Directors of NextGen on July 19, 2021, and on the Closing Date, the Board ratified the approval of the 2021 Plan. The 2021 Plan became effective immediately upon the Closing.

A description of the 2021 Plan is included in the Proxy Statement/Prospectus in the section entitled "Equity Incentive Plan Proposal" beginning on page 148 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the 2021 Plan is qualified in its entirety by the full text of the 2021 Plan, which is attached hereto as Exhibit 10.6 and incorporated herein by reference.

Xos, Inc. 2021 Employee Stock Purchase Plan

At the Special Meeting, the stockholders of the Company considered and approved the Xos, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The 2021 ESPP was previously approved, subject to stockholder approval, by the Board of Directors of NextGen on July 19, 2021, and on the Closing Date, the Board ratified the approval of the 2021 ESPP. The 2021 ESPP became effective immediately upon the Closing.

A description of the 2021 ESPP is included in the Proxy Statement/Prospectus in the section entitled "ESPP Proposal" beginning on page 155 of the Proxy Statement/Prospectus, which is incorporated herein by reference. The foregoing description of the 2021 ESPP is qualified in its entirety by the full text of the 2021 ESPP, which is attached hereto as Exhibit 10.7 and incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Merger, which fulfilled the definition of a business combination as required by the Amended and Restated Memorandum and Articles of Association of Company, as in effect immediately prior to the Domestication, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing. A description of the Business Combination and the terms of the Merger Agreement are included in the Proxy Statement/Prospectus in the section entitled "BCA Proposal" beginning on page 82 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The unaudited condensed consolidated financial statements of Legacy Xos as of June 30, 2021 and for the six months ended June 30, 2021 and 2020 are set forth herein as Exhibit 99.1 and are incorporated herein by reference.

The historical audited financial statements of Legacy Xos as of and for the years December 31, 2020, 2019 and 2018 and the related notes included in the Proxy Statement/Prospectus beginning on page F-46 of the Proxy Statement/Prospectus are incorporated herein by reference.

The unaudited condensed consolidated financial statements of NextGen as of June 30, 2021 and for the six months ended June 30, 2021 and the related notes are included in NextGen's Quarterly Report on Form 10-Q filed on August 17, 2021 and are incorporated herein by reference.

The audited consolidated financial statements of NextGen as of December 31, 2020 and for the period from July 29, 2020 (inception) through December 31, 2020 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-3 of the Proxy Statement/Prospectus and are incorporated herein by reference.





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(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the Company as of June 30, 2021 and for the six months ended June 30, 2021 and for the year ended December 31, 2020 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2020 is set forth in the Proxy Statement/Prospectus beginning on page 170 and incorporated herein by reference.





(d) Exhibits.




Exhibit No.   Description
2.1+            Agreement and Plan of Merger, dated as of February 21, 2021, as
              amended on May 14, 2021, by and among NextGen, Sky Merger Sub I, Inc.
              and Legacy Xos.
2.2             Amendment to the Agreement and Plan of Merger, dated as of May 14,
              2021.
3.1             Certificate of Incorporation of the Company.
3.2             Bylaws of the Company.
4.1             Form of Specimen Common Stock Certificate of the Company.
4.2             Form of Warrant Certificate of the Company.
4.3             Warrant Agreement, dated October 6, 2020, between NextGen and
              Continental Stock Transfer & Trust Company, as warrant agent.
10.1            Form of Subscription Agreement, by and between the NextGen and the
              undersigned subscriber party thereto.
10.2            Amended and Restated Registration Rights Agreement, by and among the
              Company, NextGen Sponsor and certain former stockholders of Legacy
              Xos.
10.3            Form of Lock-Up Agreement.
10.4            Letter Agreement, dated October 6, 2020, among NextGen, NextGen
              Sponsor and the Registrant's officers and directors.
10.5            Form of Indemnification Agreement by and between the Company and its
              directors and officers.
10.6#           Xos, Inc. 2021 Equity Incentive Plan.
10.6(a)#        Form of Global Option Grant Notice.
10.6(b)#        Form of Global RSU Award Grant Notice.
10.7#           Xos, Inc. 2021 Employee Stock Purchase Plan.
10.8+           Sublease between Legacy Xos and R.R. Donnelley & Sons Company, dated
              February 2, 2021.
10.8(a)+        Consent to Sublease Agreement between RIF V - Glendale Commerce
              Center, LLC, R.R. Donnelley & Sons Company and Legacy Xos dated
              February 5, 2021  .
16.1            Letter from Marcum LLP to the SEC, dated August 23, 2021.
21.1            List of Subsidiaries.
99.1            Unaudited condensed consolidated financial statements of Legacy Xos
              as of June 30, 2021 and for the six months ended June 30, 2021 and
              2020.
99.2            Unaudited pro forma condensed combined financial information of the
              Company as of June 30, 2021 and for the six months ended June 30,
              2021.
104           iXBRL language is updated in the Exhibit Index

+ The schedules and exhibits to this agreement have been omitted pursuant to Item

601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will

be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.






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