Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Amendment No. 1 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At a special meeting of the stockholders, NextGen's shareholders voted and approved, among other things, the Organizational Documents Proposals, each of which is described in greater detail in the Proxy Statement/Prospectus.





The Certificate of Incorporation of the Company (the "Certificate of
Incorporation"), which became effective upon filing with the Secretary of State
of the State of Delaware on August 19, 2021 includes the amendments proposed by
the Organization Documents Proposals. On August 20, 2021, the Board approved and
adopted the Bylaws (the "Bylaws"), which became effective as of the Closing.



The disclosures set forth under the "Introductory Note" and in Item 2.01 of this
Report are also incorporated herein by reference. Copies of the Certificate of
Incorporation and the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2,
respectively, and are incorporated herein by reference.



The description of the Certificate of Incorporation and the general effect of
the Certificate of Incorporation and the Bylaws upon the rights of holders of
the Company's capital stock are included in the Proxy Statement/Prospectus in
the sections titled "Domestication Proposal" beginning on page 131 and
"Organizational Documents Proposals" beginning on page 134, which are
incorporated by reference herein.

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.


In connection with the Business Combination, on the Closing Date, the Board
approved and adopted a new Code of Conduct applicable to all employees, officers
and directors of the Company. A copy of the Code of Conduct can be found at the
Company's website at investors.xostrucks.com.



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 (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 and forms of agreements
              thereunder.

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

* Filed previously with the Original Report.

+ 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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