[8-K] Beam Global Warrant Reports Material Event

Rhea-AI Filing Summary

Beam Global (NASDAQ:BEEM) filed an 8-K announcing a material definitive agreement to create Beam Middle East, LLC, a 50/50 joint venture with Abu Dhabi-based The Platinum Group. The venture will market, manufacture and distribute Beam’s products throughout the Middle East. Beam will provide initial funding of AED 50,000 (≈$14k) and cover future capital needs; 100% of profits will go to Beam until its contributions are repaid, after which profits split equally. The JV will be overseen by a 5-member board (2 Beam, 2 TPG, 1 independent) with Beam veto power over major decisions. A separate royalty-free, 5-year renewable license grants the JV access to Beam’s IP. Termination triggers include loss of Beam’s control stake or failure to commence operations by 12/31/25. A joint press release was issued on 6/26/25. Forward-looking statements cite geopolitical, regulatory and execution risks.

Positive

• Strategic expansion: 50/50 UAE joint venture opens Middle East market for Beam's EV-charging solutions.
• Preferred profit structure: Beam recovers 100% of its capital contributions before profits split, enhancing early cash returns.

Negative

• Unlimited funding obligation: Beam must cover all JV expenses until self-sustaining, potentially pressuring liquidity.
• Geopolitical and execution risk: Foreign jurisdiction, license termination clauses and 12/31/25 milestone create uncertainty about timeline and ROI.

Insights

Strategic Partnerships Analyst

UAE JV grants Beam profit-first cash flows, IP control and regional footprint with nominal funding; positive expansion, contingent on execution and capital deployment.

The agreement secures a 50% ownership yet channels 100% of profits back to Beam until its cash injections are recovered, creating an effective preferred-return structure typically seen in private-equity deals. The initial $14k outlay is immaterial, but Beam must bankroll all future capex, making governance protections critical. Veto rights over “Major Decisions” allow Beam to moderate spending pace while a royalty-free license accelerates localisation without eroding margins. The UAE is a gateway to GCC electrification spending, so even modest project wins could prove accretive. Investors should monitor the December 31 2025 operational deadline and the size/timing of subsequent capital calls as leading indicators of success.

Risk Analyst

Middle East venture elevates geographic reach but exposes Beam to open-ended funding and regional risk; net effect balanced until performance data emerge.

Beam agrees to fund “all expenses” until the JV is self-funding, creating an open-ended cash drain if early sales lag. TPG’s limited cash risk and equal governance power could misalign incentives. Political, currency and regulatory uncertainties in the UAE add complexity, while the license can be revoked if Beam loses 50% control or if operations do not launch by 12/31/25, jeopardising IP protection. Absence of revenue targets or capex ceilings limits visibility on ROI and could pressure liquidity ratios. Upside exists, but until capital commitments and project pipelines are disclosed, a neutral stance is prudent.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 20, 2025

BEAM GLOBAL

(Exact Name of Registrant as Specified in Charter)

Nevada		000-53204		26-1342810
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5660 Eastgate Drive, San Diego, CA	92121
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (858) 799-4583

___________________________________________________

(Former name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BEEM		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 20, 2025, Beam Global, a Nevada corporation (the “Company”), entered into a Joint Venture Agreement (the “Joint Venture Agreement”) with The Platinum Group, a company registered with the department of Economy – Abu Dhabi (“TPG”), pursuant to which the Company has agreed to establish Beam Middle East, LLC, a Limited Liability Company in Abu Dhabi, in the United Arab Emirates for the purpose of marketing, selling, manufacturing and distributing Beam Global’s products (the “Joint Venture”) in accordance with the terms of the Joint Venture Agreement and the strategy, business plan, and budget of the Joint Venture (the “Plan”). Each of the Company and TPG shall have a 50% equity interest in the Joint Venture.

Pursuant to the Joint Venture Agreement, the Joint Venture shall be established with initial funding from the Company of Fifty Thousand UAE Dirhams (approximately USD $14,000) and the Company shall be responsible to make timely capital contributions to the Joint Venture to cover all expenses as mutually agreed in the Plan to the extent not covered by Joint Venture cash flows or by authorized borrowings of the Joint Venture. 100% of the profits generated by the Joint Venture will be distributed to Beam Global until such time as any capital contributions made by the Company have been returned to the Company from Join Venture profits. Thereafter each of the Company and TPG shall receive an equal share of the profits in accordance with their equity ownership. The Joint Venture is managed by five (5) directors (the “Board”), two (2) of which are appointed by TPG (the “TPG Directors”), two (2) of which are appointed by the Company (the “Company Directors”), and a fifth being an independent director appointed by mutual approval of both TPG and the Company. The Board has full power to manage and control all aspects of the Company’s business and affairs; provided, that, certain “Major Decisions” (as defined in the Joint Venture Agreement) must be approved by each of the Company Directors. The Joint Venture Agreement may be terminated upon the expiration or non-renewal of the License Agreement (defined below), by unanimous resolution of the Company and TPG, and upon a judicial determination.

In connection with entering into the Joint Venture and executing the Joint Venture Agreement, the Company agreed to enter into a license agreement with the Joint Venture (the “License Agreement”), permitting the Joint Venture to use certain of the Company’s intellectual property, without additional compensation, on and subject to the terms set forth in the License Agreement. The License Agreement continues for a period of five (5) years, with subsequent five-year renewal options. The Company may terminate the License Agreement (i) in the event of a default of TPG; (ii) if the Company no longer controls at least fifty percent (50%) of the voting interest of the Joint Venture and the right to appoint two (2) of the five (5) Directors of the Joint Venture; or (iii) upon thirty (30) days’ prior written notice to the Joint Venture and TPG if the Joint Venture does not reasonably commence development, production, or sales efforts on or before December 31, 2025.

A copy of the Joint Venture Agreement is attached hereto as Exhibit 10.1, including Exhibit B thereto (the “License Agreement”), and incorporated in Item 1.01 of this Current Report on Form 8-K by reference. The foregoing description of the Joint Venture, the Joint Venture Agreement, and the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joint Venture Agreement and the License Agreement.

Item 7.01. Regulation FD Disclosure.

On June 26, 2025, the Company issued a joint press release with TPG announcing execution of the Joint venture Agreement. A copy of the joint press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act, if such subsequent filing specifically references such information.

Forward-Looking Statements

This Current Report on Form 8-K and the press release furnished as Exhibit 99.1 contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the anticipated structure, governance, operations, and potential activities of the Beam Middle East, LLC joint venture; expectations regarding initial and future capital contributions; the ability of the joint venture to secure and perform on projects in the Middle East; the anticipated benefits and strategic objectives of the joint venture arrangement; the expected use of intellectual property under the license agreement; and the timing and commencement of development, production, or sales activities by the joint venture.

2

These forward-looking statements are based on current assumptions and expectations and are subject to known and unknown risks, uncertainties, and other important factors that may cause actual results to differ materially from those expressed or implied in such statements. Such factors include, but are not limited to, risks related to entering into and operating within foreign jurisdictions, including compliance with local laws and regulations; the ability to successfully establish and operate the joint venture; political and economic conditions in the United Arab Emirates and surrounding regions; the performance of the joint venture partners; market acceptance of the Company’s products and services; and other risks identified in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number		Description
10.1		Joint Venture Agreement dated June 20, 2025
99.1		Press release dated June 26, 2025
104		Cover Page Interactive Data File (formatted in iXBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BEAM GLOBAL
Dated: June 26, 2025	By:	/s/ Lisa A. Potok
	Name:	Lisa A. Potok
	Title:	Chief Financial Officer

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FAQ

Why did BEEM create Beam Middle East LLC?

To market, manufacture and distribute its products across the Middle East through a 50/50 joint venture with The Platinum Group, per the 8-K filing.

How much initial capital will BEEM contribute to the joint venture?

Beam will provide AED 50,000 (approximately $14,000) as initial funding and will fund future needs as agreed.

When will BEEM start receiving profits from the joint venture?

100% of profits flow to Beam until all its capital contributions are repaid; afterwards profits split 50/50 with TPG.

What are the key termination triggers of the license agreement?

Beam may terminate if it loses 50% voting control, if TPG defaults, or if the JV fails to launch operations by 12/31/25 with 30-days notice.

Who controls the joint venture’s governance?

A 5-member board (2 Beam, 2 TPG, 1 independent) governs; Beam directors must approve all Major Decisions.