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2025-06-26
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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 26, 2025
Phoenix
Motor Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41414 |
|
85-4319789 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1500
Lakeview Loop
Anaheim,
CA |
|
92807 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (909) 987-0815
N/A
(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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
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, par value $0.0004 per share |
|
PEVM |
|
OTCID |
| ☒ |
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). |
| |
|
|
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 26, 2025, Phoenix Motor Inc. (“Phoenix” or the “Company”) entered into a Cooperation Agreement (the “Cooperation
Agreement”) with Shandong Maolin Sida Automobile Co., Ltd. (“Maolin Sida”), Mengzhou Enbowei Automobile Technology
Co., Ltd. (“Enbowei”) and the individual shareholders of Enbowei.
Under
the Cooperation Agreement, Phoenix will establish a wholly owned subsidiary in Mengzhou, People’s Republic of China (the “Project
Company”), with registered capital of RMB 20 million, to be contributed in stages as operational needs arise.
Maolin
Sida shall grant the Project Company an exclusive, PRC-wide license for a 10 year term to manufacture and sell certain electric
vehicle (“EV”) platforms (currently identified as the LV and QV platforms). License fees will equal 0% of bill of materials
(“BOM”) cost in the first two years, 50% of the stated rate of BOM in years 3-4, and 100% thereafter, with
the stated rate of 3% of BOM cost per vehicle for up to 10,000 units, 2% of BOM cost per vehicle for 10,001–30,000 units and 1%
of BOM cost per vehicle for over 30,000 units.
Enbowei
agreed to make its existing manufacturing facilities, equipment and related infrastructure available to the Project Company free of charge
for 10 years. The Project Company will be responsible for ongoing utilities and operating costs. The term may be extended by an additional
five years upon mutual agreement.
All
equipment, improvements and intellectual property rights created in connection with the Cooperation Agreement will belong to the Project
Company.
Following
more than five but fewer than ten years of continuous operation of the Project Company, Phoenix may acquire 51% of the equity
of Enbowei for nominal consideration of RMB 1, subject to a separate definitive agreement.
The
Cooperation Agreement automatically terminates if the Project Company does not commence operations within three months of its formation.
The
foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference
to the actual agreement, a non-binding English translation of which is filed herewith as Exhibit 10.1.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Translation of Cooperation Agreement, dated June 26, 2025, by and among Phoenix Motor Inc., Shandong Maolin Sida Automobile Co., Ltd., Mengzhou Enbowei Automobile Technology Co., Ltd. and the individual shareholders of Enbowei |
| 10.1(a) |
|
Original Cooperation Agreement (in Chinese) (for reference only) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated:
June 30, 2025 |
PHOENIX
MOTOR INC. |
| |
|
| |
By: |
/s/
Xiaofeng Denton Peng |
| |
Name: |
Xiaofeng
Denton Peng |
| |
Title: |
Chief
Executive Officer and Chairman of the Board |
