Xos, Inc. executed the non-binding letter of intent to acquire NextGen Acquisition Corporation (NasdaqCM:NGAC) for $1.7 billion in a reverse merger transaction on December 9, 2020. Xos, Inc. entered into a definitive business combination agreement to acquire NextGen Acquisition Corporation in a reverse merger transaction on February 21, 2021. The business combination values the combined company at a $2.0 billion pro forma equity value, at a price of $10.00 per NextGen share and assuming no redemptions by NextGen shareholders. The transaction will provide $575 million of gross proceeds to the company, assuming no redemptions, including a $220 million oversubscribed and fully committed common stock PIPE at $10.00 per share anchored by Janus Henderson Investors, as well as a consortium of truck dealers led by Thompson Truck Centers. The transaction will result in Xos becoming a publicly listed company. Post-closing, the combined company will be a Delaware corporation and retain the Xos name and expected to be traded on The Nasdaq Stock Market under “XOS” and the Existing Xos shareholders would receive 64.9% of the pro forma equity at close.

In addition to Dakota Semler and Giordano Sordoni, Xos will continue to be led by its existing management team including Chief Technology Officer, Robert Ferber, and Chief Financial Officer, Kingsley Afemikhe. NextGen Co-Founder & Co-Chairman George Mattson will join newly formed board of directors. The transaction is subject to, among other things, the approval by NextGen and Xos' shareholders of the business combination, the concurrent PIPE transaction and other customary closing conditions, including the receipt of certain regulatory approvals. The closing is also subject to; (a) The Registration Statement shall have become effective (b) The waiting period or periods under the HSR Act applicable to the transactions contemplated by this Agreement and the Ancillary Agreements shall have expired or terminated, as applicable; (c) There shall not (i) be in force any Governmental Order, statute, rule or regulation restraining, enjoining or otherwise prohibiting the consummation of the Merger; provided, that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions contemplated hereby, and (ii) have been adopted any Law or regulation that would result in the consummation of the Merger being illegal or otherwise prohibited; (d) NextGen shall have at least $5,000,001 of net tangible assets and (f) The shares of Domesticated NextGen Common Stock to be issued in connection with the Merger shall have been approved for listing on Nasdaq and (g)Directors and officers of NextGen have resigned prior to the Closing. The boards of directors of both Xos and NextGen have each unanimously approved the proposed business combination. On July 30, 2021, Registration Statement on Form S-4 has been declared effective by the Securities and Exchange Commission. On August 18, 2021, NextGen Acquisition Corp.'s stockholders approved all proposals related to the business combination with Xos, Inc. The proposed business combination is expected to be completed in the second quarter of 2021. Transaction is now expected to close in August 2021. As of July 30, 2021, the Business Combination is expected to close as soon as practicable following the special meeting. As of August 18, 2021, closing of the Business Combination is anticipated to occur on or about August 19, 2021


BofA Securities is serving as exclusive financial advisor to Xos, and Dave Young, Garth Osterman, Kristin VanderPas and Dave Peinsipp of Cooley LLP are serving as legal advisors to Xos. Goldman Sachs & Co. LLC is serving as exclusive financial advisor and lead capital markets advisor to NextGen and as sole placement agent for the PIPE transaction. Credit Suisse LLC is serving as additional capital markets advisor to NextGen. Rothschild & Co US Inc. s acting as additional financial advisor and fairness opinion provider to NextGen. Howard L. Ellin, David J. Goldschmidt, Victor Hollender, Michael Saliba, Joseph Penko and June S. Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors to NextGen. Stephen M. Kotran of Sullivan & Cromwell LLP acted as financial advisors to Rothschild & Co. Continental Stock Transfer & Trust Company acted as the transfer agent to NextGen. Morrow Sodali LLC acted as the proxy solicitor for NextGen and will receive a fee of $32,500 plus disbursements. Rothschild will receive an aggregate fee of approximately $1 million from NextGen for its services, $250,000 of which became payable upon delivery of Rothschild & Co's opinion and $750,000 of which is contingent upon the consummation of transaction.

Xos, Inc. completed the acquisition of NextGen Acquisition Corporation (NasdaqCM:NGAC) on August 20, 2021. The combined company has been renamed “Xos, Inc.” and its shares will commence trading on the Nasdaq Capital Market on August 20, 2021 under the ticker symbol “XOS”.