June 30, 2023 ________ ☒ required disclosures about fair value measurement. Fair value represents the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses the following hierarchy in measuring the fair value of the Company’s assets and liabilities, their short-term nature. The Company Management’s Discussion and Analysis of Financial Condition and Results of Operations these conditions, and if so, we may be subject to future impairment losses related to long-lived assets as well as changes to valuations. accounts payable and other current assets and liabilities. GAAP. The preparation of these financial statements Quantitative and Qualitative Disclosures About Market Risk Controls and Procedures effective at a reasonable assurance level as of June 30, 2023. Defaults Upon Senior Securities By: Name: Financial OfficerWashington,☒March 31, 2019__________________ to __________File Number: 001-37509file number: 001-38824HENNESSY CAPITAL ACQUISITION CORP. IVDelaware83-1476189Delaware 83-1476189 (State or other jurisdictionOther Jurisdiction ofincorporation Incorporation or organization)Organization)(I.R.S. Employer
Identification Number)3485 N. Pines Way, Suite 110Wilson, WY83014No.)19951 Mariner Avenue, Torrance, California 90503 (Address of principal executive offices)Principal Executive Offices)(Zip Code)code)code: (307) 734-4849Not applicable(Former name or former address, if changed since last report) Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $0.0001 par value per share GOEV The Nasdaq Global Select Market Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share GOEVW The Nasdaq Global Select Market DateData File required to be submitted and pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐filer”,filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ☐☐ Accelerated filer ☐ Non-accelerated filer ☒☒ Smaller reporting company ☐☒ Emerging growth company ☒☐ ☒☐ No ☐Securities registered pursuant to Section 12(b) of the Act:Title of each classTradingSymbol(s)Name of each exchange on which registeredClass A Common Stock, par value $0.0001 per shareHCACThe NASDAQ Stock Market LLCRedeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50HCACWThe NASDAQ Stock Market LLCUnits, each consisting of one share of Class A Common Stock and three-quarters of one Redeemable WarrantHCACUThe NASDAQ Stock Market LLCMay 10, 2019,August 7, 2023, there were 30,015,000628,341,678 shares of the Company’s class Aregistrant’s common stock, and 7,503,750 of the Company’s class B common stockpar value $0.0001 per share, issued and outstanding.HENNESSY CAPITAL ACQUISITION CORP. IVPagePage PART I – FINANCIAL INFORMATIONItem 1.Financial Statements:12345141919PART2020202121212122i1I – FINANCIAL INFORMATIONITEMFINANCIAL STATEMENTSHENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED BALANCE SHEETS March 31, December 31, 2019 2018 (unaudited) ASSETS Current assets: Cash $ 1,826,000 $ 6,000 Prepaid expenses 142,000 - Total current assets 1,968,000 6,000 Deferred offering costs - 232,000 Cash and investments held in trust account 303,682,000 - Total assets $ 305,650,000 $ 238,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Note payable to Sponsor $ - $ 90,000 Accounts payable 53,000 27,000 Accrued liabilities 91,000 99,000 Accrued income and franchise taxes 117,000 - Total current liabilities 261,000 216,000 Other liabilities: Deferred underwriting compensation 10,179,000 - Total liabilities 10,440,000 216,000 Common stock subject to possible redemption; 28,733,635 and -0- shares at March 31, 2019 and December 31, 2018, respectively, (at value of approximately $10.10 per share) 290,210,000 - Commitments and contingencies Stockholders’ equity: Preferred stock, $0.0001 par value; 1,000,000 authorized shares; none issued or outstanding - - Class A common stock, $0.0001 par value; 100,000,000 authorized shares; 1,281,365 and -0- shares, respectively, issued and outstanding (excluding 28,733,635 and -0- shares, respectively, subject to possible redemption) - - Class B common stock, $0.0001 par value, 10,000,000 authorized shares 7,503,750 shares issued and outstanding 1,000 1,000 Additional paid-in-capital 4,684,000 24,000 Retained earnings (accumulated deficit) 315,000 (3,000 ) Total stockholders’ equity 5,000,000 22,000 Total liabilities and stockholders’ equity $ 305,650,000 $ 238,000 SeeFinancial StatementsJune 30,
2023December 31,
2022Assets Current assets Cash and cash equivalents $ 4,993 $ 36,589 Restricted cash, current 3,788 3,426 Inventory 5,312 2,954 Prepaids and other current assets 11,410 9,350 Total current assets 25,503 52,319 Property and equipment, net 362,612 311,400 Restricted cash, non-current 10,600 10,600 Operating lease right-of-use assets 37,945 39,331 Deferred warrant asset 50,175 50,175 Deferred battery supplier cost 30,000 30,000 Other non-current assets 5,261 2,647 Total assets $ 522,096 $ 496,472 Liabilities and stockholders' equity Liabilities Current liabilities Accounts payable $ 84,425 $ 103,187 Accrued expenses and other current liabilities 80,962 63,091 Convertible debt, current 24,979 34,829 Derivative liability, current 4,359 — Financing liability, current 7,633 — Warrant liability, current — 17,171 Total current liabilities 202,358 218,278 Contingent earnout shares liability 449 3,013 Operating lease liabilities 37,308 38,608 Warrant liability, non-current 25,269 — Financing liability, non-current 23,967 — Total liabilities $ 289,351 $ 259,899 Commitments and contingencies (Note 11) Stockholders’ equity Preferred stock, $0.0001 par value; 10,000 authorized, no shares issued and outstanding at June 30, 2023 and December 31, 2022 — — Common stock, $0.0001 par value; 1,000,000 and 500,000 authorized as of June 30, 2023 and December 31, 2022, respectively; 568,904 and 355,388 issued and outstanding at June 30, 2023 and December 31, 2022, respectively 56 35 Additional paid-in capital 1,574,114 1,416,361 Accumulated deficit (1,341,425) (1,179,823) Total stockholders’ equity 232,745 236,573 Total liabilities and stockholders’ equity $ 522,096 $ 496,472 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED STATEMENT OF OPERATIONS(unaudited) Three Months Ended
March 31,
2019 Revenues $ - General and administrative expenses 112,000 Loss from operations (112,000 ) Other income – Interest income on Trust Account 530,000 Income before provision for income tax 418,000 Provision for income tax 100,000 Net income $ 318,000 Two Class Method for Per Share Information: Weighted average Class A common shares outstanding - basic and diluted 30,015,000 Net income per Class A common share – basic and diluted $ 0.01 Weighted average Class B common shares outstanding – basic and diluted 7,503,750 Net loss per Class B common share – basic and diluted $ (0.01 ) SeeThree months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Revenue $ — $ — $ — $ — Costs and Operating Expenses Cost of revenue, excluding depreciation — — — — Research and development expenses, excluding depreciation 38,582 115,460 85,686 197,946 Selling, general and administrative expenses, excluding depreciation 30,421 55,152 60,270 110,773 Depreciation 4,562 2,892 9,137 5,570 Total costs and operating expenses 73,565 173,504 155,093 314,289 Loss from operations (73,565) (173,504) (155,093) (314,289) Other (expense) income Interest (expense) income (2,264) 19 (2,560) (9) Gain on fair value change in contingent earnout shares liability 59 9,471 2,564 24,936 Gain on fair value change in warrant and derivative liability 5,623 — 22,965 — Loss on extinguishment of debt (949) — (27,688) — Other income (expense), net 226 (378) (1,790) (395) Loss before income taxes (70,870) (164,392) (161,602) (289,757) Provision for income taxes — — — — Net loss and comprehensive loss $ (70,870) $ (164,392) $ (161,602) $ (289,757) Per Share Data: Net loss per share, basic and diluted $ (0.14) $ (0.68) $ (0.35) $ (1.22) Weighted-average shares outstanding, basic and diluted 505,576 242,772 462,303 238,242 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITYFor the three months ended March 31, 2019(unaudited) Common Stock Additional Retained Earnings Stockholders’ Class A Shares Amount Class B Shares Amount Paid-in Capital (Accumulated Deficit) Equity (Deficit) Balances, December 31, 2018(1) - $ - 7,503,750 $ 1,000 $ 24,000 $ (3,000 ) $ 22,000 Sponsor forfeiture of shares - - (871,930 ) - - - - Anchor Investor purchase of shares - - 871,930 - 3,000 - 3,000 Sale of Units to the public at $10.00 per Unit 30,015,000 3,000 - - 300,147,000 - 300,150,000 Underwriters’ discount and offering expenses - - - - (18,865,000 ) - (18,865,000 ) Sale of 13,581,500 Private Placement Warrants at $1.00 per warrant - - - - 13,582,000 - 13,582,000 Change in Class A common stock subject to possible redemption (28,733,635 ) (3,000 ) - - (290,207,000 ) - (290,210,000 ) Net income - - - - - 318,000 318,000 Balances, March 31, 2019 (unaudited) 1,281,365 $ - 7,503,750 $ 1,000 $ 4,684,000 $ 315,000 $ 5,000,000 (1)Share amounts have been retroactively restated to reflect the stock dividendapproximately 0.05 share for the Company's shares of Class B common stock on February 28, 2019 (see Note 4).Stockholders’ Equity (in thousands)SeeCommon stock Additional
paid-in
capitalAccumulated
deficitTotal
stockholders’
equityShares Amount Balance as of December 31, 2022 355,388 $ 35 $ 1,416,361 $ (1,179,823) $ 236,573 Repurchase of unvested shares – forfeitures (22) — — — — Issuance of shares for restricted stock units vested 2,768 — — — — Issuance of shares upon exercise of vested stock options 2 — — — — Issuance of shares under employee stock purchase plan 701 — 389 — 389 Vesting of early exercised stock options and restricted stock awards — — 26 — 26 Issuance of shares under the PPA 66,761 7 64,382 — 64,389 Reclassification of warrant liability to additional paid-in capital — — 19,510 — 19,510 Issuance of shares under SPA, net of offering costs 50,000 5 10,156 — 10,161 Issuance of warrants to placement agent under SPA — — 1,600 — 1,600 Stock-based compensation — — 9,836 — 9,836 Net loss and comprehensive loss — — — (90,732) (90,732) Balance as of March 31, 2023 475,598 $ 47 $ 1,522,260 $ (1,270,555) $ 251,752 Repurchase of unvested shares - forfeitures (27) — — — — Issuance of shares for restricted stock units vested 2,028 — — — — Issuance of shares upon exercise of vested stock options 2 — — — — Issuance of shares under employee stock purchase plan 604 — 246 — 246 Vesting of early exercised stock options and restricted stock awards — — 2 — 2 Proceeds from exercise of YA warrants 34,231 3 21,220 — 21,223 Issuance of shares under PIPE agreement 16,331 2 1,751 1,753 Issuance of shares under the ATM, net of offering costs 1,911 — 1,155 — 1,155 Issuance of shares under YA convertible debenture 35,699 4 19,017 — 19,021 Issuance of shares under I-40 financing arrangement 2,320 — 1,506 — 1,506 Issuance of shares to vendor for services 207 — 250 — 250 Stock-based compensation — — 6,707 — 6,707 Net loss and comprehensive loss — — — (70,870) (70,870) Balance as of June 30, 2023 568,904 56 1,574,114 (1,341,425) 232,745 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IVCONDENSED STATEMENT OF CASH FLOWS(unaudited) For the Three Months Ended March 31,
2019 Cash flows from operating activities: Net income $ 318,000 Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest income retained in Trust Account (530,000 ) Changes in operating assets and liabilities: Increase in prepaid expenses (142,000 ) Increase in accounts payable 5,000 Increase in accrued liabilities 91,000 Increase in accrued income and franchise taxes 117,000 Net cash used in operating activities (141,000 ) Cash flows from investing activities: Cash deposited in Trust Account (303,152,000 ) Cash flows from financing activities: Proceeds from sale of stock to Anchor Investor 3,000 Proceeds from Note payable to Sponsor 210,000 Proceeds from sale of Public Offering Units 300,150,000 Proceeds from sale of Private Placement Warrants 13,582,000 Payment of underwriting discounts (7,830,000 ) Payment of offering costs (702,000 ) Payment of Note payable to Sponsor (300,000 ) Net cash provided by financing activities 305,113,000 Net increase in cash 1,820,000 Cash at beginning of period 6,000 Cash at end of period $ 1,826,000 Supplemental disclosure of non-cash financing activities: Deferred underwriters’ compensation $ 10,179,000 Offering costs included in accounts payable $ 48,000 SeeCommon stock Additional
paid-in
capitalAccumulated
deficitTotal
stockholders’
equityShares Amount Balance as of December 31, 2021 238,578 $ 24 $ 1,036,104 $ (692,129) $ 343,999 Repurchase of unvested shares – forfeitures (296) — (3) — (3) Issuance of shares for restricted stock units vested 584 — — — — Issuance of shares upon exercise of vested stock options 20 — — — — Purchase of shares and warrants by VDL Nedcar 972 — 8,400 — 8,400 Stock-based compensation — — 20,680 — 20,680 Net loss and comprehensive loss — — — (125,367) (125,367) Balance as of March 31, 2022 239,858 24 1,065,181 (817,496) 247,709 Repurchase of unvested shares - forfeitures (175) — (3) — (3) Issuance of shares for restricted stock units vested 1,017 — — — — Issuance of shares under SEPA agreement (Note 13) 14,236 1 33,082 — 33,083 Issuance of shares under PIPE agreement (Note 12) 13,699 1 49,999 — 50,000 Issuance of shares upon exercise of vested stock options 7 — — — — Issuance of shares under employee stock purchase plan 254 — 1,175 — 1,175 Stock-based compensation — — 20,773 — 20,773 Net loss and comprehensive loss — — — (164,392) (164,392) Balance as of June 30, 2022 268,896 $ 26 $ 1,170,207 $ (981,888) $ 188,345 toare an integral part of these condensed consolidated financial statementsstatements.HENNESSY CAPITAL ACQUISITION CORP. IV2023 2022 Cash flows from operating activities: Net loss $ (161,602) $ (289,757) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 9,137 5,570 Non-cash operating lease expense 1,658 966 Non-cash commitment fee under SEPA — 582 Stock-based compensation expense 16,543 41,453 Gain on fair value change of contingent earnout shares liability (2,564) (24,936) Gain on fair value change in warrants liability (23,015) — Loss on fair value change in derivative liability 50 — Loss on extinguishment of debt 27,688 — Non-cash debt discount 1,538 — Non-cash interest expense 1,386 — Non-cash offering cost associated with the warrant liability 800 — Common shares issued to vendor for services 250 Changes in assets and liabilities: Inventory (2,358) — Prepaid expenses and other current assets (2,060) 136 Other assets (2,614) 574 Accounts payable, accrued expenses and other current liabilities 5,619 27,847 Net cash used in operating activities (129,544) (237,565) Cash flows from investing activities: Purchases of property and equipment (33,905) (65,420) Return of prepayment from VDL Nedcar — 30,440 Net cash (used in) investing activities (33,905) (34,980) Cash flows from financing activities: Repurchase of unvested shares — (6) Payment of offering costs (400) (250) Proceeds from exercise of YA warrants 21,223 — Proceeds from the purchase of shares and warrants by VDL Nedcar — 8,400 Proceeds from issuance of shares under SEPA agreement — 32,500 Proceeds from issuance of shares under PIPE 8,750 50,000 Proceeds from employee stock purchase plan 635 1,986 Proceeds from issuance of shares under RDO, net of issuance cost 50,961 — Proceeds from convertible debenture 45,120 — Payment of transaction costs (25) — Payment made on financing arrangement (205) — Proceeds for issuance of shares under ATM 1,155 — Proceeds from PPA 5,001 — Net cash provided by financing activities 132,215 92,630 Net decrease in cash, cash equivalents, and restricted cash (31,234) (179,915) Cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash, beginning of period 50,615 227,492 Cash, cash equivalents, and restricted cash, end of period $ 19,381 $ 47,577 2023 2022 Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets Cash and cash equivalents at end of period $ 4,993 $ 33,799 Restricted cash, current at end of period 3,788 3,528 Restricted cash, non-current at end of period 10,600 10,250 Total cash, cash equivalents, and restricted cash at end of period shown in the condensed consolidated statements of cash flows $ 19,381 $ 47,577 Supplemental non-cash investing and financing activities Acquisition of property and equipment included in current liabilities $ 68,050 $ 66,075 Acquisition of property and equipment included in current liabilities during the period $ 58,459 $ 53,703 Acquisition of property and equipment included in financing liabilities $ 34,275 $ — Offering costs included in current liabilities $ 903 $ 932 Recognition of operating lease right-of-use asset $ 272 $ 13,058 Reclassification of warrant liability to additional paid in capital $ 19,510 $ — Issuance of shares for extinguishment of convertible debt under PPA agreement $ 64,389 $ — Issuance of shares for extinguishment of convertible debt under convertible debenture $ 19,021 $ — Recognition of warrant liability $ 47,942 $ — Recognition of derivative liability $ 4,310 $ — Supplemental disclosures of cash flow information Cash paid for interest $ — $ — NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONSGeneral:Hennessy Capital Acquisition Corp. IV (the “Company”) was incorporated in Delaware on August 6, 2018. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).At March 31, 2019, the Company had not commenced any operations. All activity for the period from August 6, 2018 (date of inception) to March 31, 2019 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and, subsequent to the Public Offering, identifying and completing a suitable Business Combination. The Company will not generate any operating revenues until after completionDescription of the Business Combination, atearliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. All dollar amounts are rounded to the nearest thousand dollars.Sponsor and Financing:The Company’s sponsor“Company”) is Hennessy Capital Partners IV LLC, a Delaware limited liabilityhigh-tech advanced mobility technology company (the “Sponsor”). The registration statement for the Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 28, 2019. The Company intends to finance a Business Combination with proceeds from the $300,150,000 Public Offering (Note 3) and a $13,581,500 Private Placement (as defined in Note 4). Upon the closing of the Public Offering and the Private Placement, $303,151,500 was deposited in a trust account (the “Trust Account”).The Trust Account:The funds in the Trust Account may be invested only in U.S. government treasury bills with a maturity of one hundredmission to bring electric vehicles ("EVs") to everyone. We have developed a breakthrough EV platform that we believe will enable us to rapidly innovate and eighty (180) days or less or in moneybring new products addressing multiple use cases to market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of its initial Business Combination or (ii) the distribution of the Trust Account as described below. The remaining funds outside the Trust Account may be used to pay for business, legalfaster than our competition and accounting due diligence on prospective acquisition targets and continuing general and administrative expenses.The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay tax obligations, if any (less up to $100,000 interest to pay dissolution expenses), none of the funds held in trust will be released until the earliest of: (a) the completion of the Initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption of the public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of the public stockholders.During March 2019, the Company invested approximately $303,120,000 of the funds in the Trust Account in U.S. government treasury bills maturing in September 2019, leaving approximately $32,000 in cash in the Trust Account.5Business Combination:The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” is one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less the deferred underwriting commissions and taxes payable on interest earned) at the time of signing a definitive agreement in connection with the Company’s initial Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination.The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardlesslower cost.whether they vote for or against the Business Combination, for cash equal to their pro rata sharePresentation and Summary of the aggregate amount then on deposit in the Trust Account asSignificant Accounting Policiestwo business days prior to the consummationPresentation and Principles of the initial Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity toConsolidationtheir shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval unless a vote is required by the rules of the Nasdaq Capital Market. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of Class A and Class B common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of a Business Combination. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest but less taxes payable. As a result, such shares of Class A common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering,been prepared in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account was initially $10.10 per public share, which equals the $303,151,500 held in the Trust Account divided by 30,015,000 public shares.The Company will only have 18 months, or until September 5, 2020, from the closing daterules and regulations of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of Class A common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $100,000 of such net interest to pay dissolution expenses)SEC and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have waived their rights to participate in any redemption with respect to their Founder Shares (as defined in Note 4); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within 18 months from the closing of the Public Offering.In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Public Offering.NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation:The accompanying unaudited condensed interim financial statements of the Company are presented in U.S. dollars and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the rules and regulations of the SEC and reflect all adjustments, consisting only of normal recurring adjustments, whichfor interim reporting. Accordingly, certain notes or other information that are in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2019, and the results of operations and cash flows for the period presented. Certain information and disclosures normally included in financial statements prepared in accordance withrequired by GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year.The accompanyingif they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed interimconsolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto included in the Company’s final prospectus dated February 28, 2019, as well as the Company’s audited balance sheet included in the CurrentCompany's Annual Report on Form 8-K10-K for the year ended December 31, 2022, filed with the SEC on March 11, 2019.Emerging Growth30, 2023 (“Annual Report on Form 10-K”). Results of operations reported for interim periods are not necessarily indicative of results for the entire year. In the opinion of management, the CompanySection 102(b)(1) has made all adjustments necessary to present fairly its condensed consolidated financial statements for the periods presented. Such adjustments are of a normal, recurring nature. JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.Company and its subsidiaries. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.Net Income (Loss) per ShareNet income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement to purchase an aggregate of 36,092,750 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common shareCompany’s comprehensive loss is the same as basic loss per common shareits net loss.the period.The Company’s statement of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similarany updates below, no material changes have occurred with respect to the two-class methodCompany’s significant accounting policies disclosed in Note 2 of income (loss) per share. Net income (loss) per share, basicthe Notes to the Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K.diluted for Class A common stock is calculated by dividingCapital Resourcesinterest income earned onCompany’s principal sources of liquidity are its unrestricted cash balance of $5.0 million and its access to capital under the fundsATM Offering (as defined in the Trust Account, net of income tax expenseNote 13) and franchise tax expense, by the weighted average number of shares of Class A common stock outstanding since their original issuance. Net income (loss) per common share, basic and diluted, for shares of Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Net income (loss) available to each class of common stockholders is as follows for the three months ended March 31, 2019: March 31,
2019 Net income available to Class A common stockholders: Interest income $ 530,000 Less: Income and franchise taxes (117,000 ) Net income attributable to Class A common stockholders $ 413,000 Net income available to Class B common stockholders: Net income $ 318,000 Less: amount attributable to Class A common stockholders (413,000 ) Net (loss) attributable to Class B common stockholders $ (95,000 ) Concentration of Credit Risk:Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accountsYorkville facilities (as defined in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000.Note 9). The Company has incurred losses since inception and had negative cash flow from operating activities of $129.5 million for the six months ended June 30, 2023. The Company expects to continue to incur net losses and negative cash flows from operating activities in accordance with its operating plan and expects that both capital and operating expenditures will increase significantly in connection with its ongoing activities. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.experienced losses on these accountsinclude any adjustments that might result from the outcome of this uncertainty.management believesmonetary policy, higher interest rates, currency fluctuations, challenges in the supply chain could negatively affect our business.not exposedworking on projecting demand and infrastructure requirements and deploying its workforce and other resources accordingly.risksjudgment.such accounts.7Financial Instruments:which qualifyfocusing on the most observable inputs when available:instruments under FASB ASC 820, “Fair Value Measurementsassets and Disclosures,” approximates the carrying amounts representedliabilities not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, short-term debt, accounts payable, and other current liabilities and are reflected in the financial statements.Use of Estimates:The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s managementat cost. Cost approximates fair value for these items due to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.Deferred Offering Costs:complies withhas a contingent obligation to issue shares of Common Stock to certain stockholders and employees upon the requirementsachievement of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering”certain market share price milestones within specified periods (the “Earnout Shares”). Costs incurred in connection with preparation for the Public Offering (approximately $18,865,000) including underwriters’ discount, have been charged to equity upon completion of the Public Offering.Income Taxes:followsdetermined that the assetright to Earnout Shares represents a contingent liability that meets the definition of a derivative and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences betweenit on the balance sheet carrying amountsat its fair value upon the grant date. The right to Earnout Shares is remeasured at fair value each period through earnings. The fair value is determined using Level 3 inputs, since estimating the fair value of existing assetsthis contingent liability requires the use of significant and subjective inputs that may and are likely to change over the duration of the liability with related changes in internal and external market factors. The tranches were valued using a Monte Carlo simulation of the stock prices using an expected volatility assumption based on the historical volatility of the price of the Company’s stock and implied volatility derived from the price of exchange traded options on the Company’s stock. Upon the occurrence of a bankruptcy or liquidation, any unissued Earnout Shares would be fully issued regardless of whether the share price target has been met.their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable incomeis then re-valued at each reporting date, with changes in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in incomefair value reported in the condensed consolidated statements of operations. The variable conversion feature of the convertible debenture is considered a derivative. Refer to Note 9 for further information.that includedwithout consideration for potential dilutive securities. As the enactment date. Valuation allowancesCompany is in a loss position for the periods presented, diluted net loss per share is the same as basic net loss per share, since the effects of potentially dilutive securities are antidilutive.when necessary, to reduce deferred tax assets to the amount expected to be realized.The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2019, the Company recorded income tax expense of approximately $100,000 primarily related to interest income earned on the Trust Account net of taxes. The Company’s effective tax rate for the three months ended March 31, 2019 was approximately 31% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. At March 31, 2019 and December 31, 2018, the Company has a deferred tax asset of approximately $20,000 and $-0-, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2019 or December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2019 or December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Redeemable Common Stock:As discussed in Note 3, all of the 30,015,000 public shares sold as part of Units in the Public Offering contain a redemption feature which allows for the redemption of public shares if the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 upon the closing of a Business Combination.The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2019, 28,733,635 of the 30,015,000 public shares were classified outside of permanent equity.Recent Accounting Pronouncements:In July 2017, the Financial Accounting Standards Board (“FASB”) issued, in the form of ASUs, to the FASB’s Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480)Codification.Derivativesimpact of all ASUs. ASUs not listed below were assessed and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round featuresdetermined to be either not applicable or are features of certain equity-linked instruments (or embedded features) that result in the strike price being reducedexpected to have immaterial impact on the basisCompany’s condensed consolidated financial position, results of operations or cash flows.pricingFASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Topic 405-50): Disclosure of future equity offerings. Also, entities must adjust their basic Earnings Per Share (“EPS”Supplier Finance Program Obligations ("ASU 2022-04") calculation, which adds certain disclosure requirements for a buyer in a supplier finance program. The amendments require that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. The amendments are expected to improve financial reporting by requiring new disclosures about the programs, thereby allowing financial statement users to better consider the effect of the down round provision when triggered (that is, when the exercise price of the related equity-linked financial instrument is adjusted downward because of the down round feature). That effect is treated as a dividendprograms on an entity’s working capital, liquidity, and as a reduction of income available to common shareholders in basic EPS. An entity will also recognize the effect of the trigger within equity.cash flows. The guidance isamendments are effective for fiscal years andbeginning after December 15, 2022 on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose roll forward information, which is effective prospectively for fiscal years beginning after December 15, 2018. The Company adopted this guidance during the three months ended March 31, 2019.2023. The adoption of this guidance enabled the Company to record the warrants as equity instruments and isASU 2022-04 did not expected to have a material impact on our unaudited condensed consolidated financial statements.Company’s financial position, resultsFASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements ("ASU 2023-01"), which amends certain provisions of operations, cash flowsASC 842 that apply to arrangements between related parties under common control. Specifically, it amends the accounting for leasehold improvements. The amendments requires a lessee in a common-control lease arrangement to amortize leasehold improvements that it owns over the improvements’ useful life to the common control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted in any annual or disclosures until a trigger event occurs. Part IIinterim period as of the beginning of the related fiscal year. The Company is currently assessing the provisions of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemablenew pronouncement and evaluating any material impact that this guidance may have on our condensed consolidated financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update are not expected to have an impact on the Company.Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.Subsequent Events:Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements but before the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed.NOTE 3 – PUBLIC OFFERINGOn March 5, 2019, the Company completed the Public Offering for the sale of 30,015,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value and three-quarters of one redeemable warrant (the “Warrants”). Each whole Warrant offered in the Public Offering is exercisable to purchase one share of Class A common stock. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Company’s initial Business Combination. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Accordingly, unless a holder purchases a multiple of four Units, the number of Warrants issuable to such holder upon separation of the Units will be rounded down to the nearest whole number of Warrants. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its initial Business Combination on or prior to the 18-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of a Warrant during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last reported sale price of the Company’s shares of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “newly issued price”), the exercise price of the Warrants and the Private Placement Warrants (as defined below) will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.The Company granted the underwriters a 45-day option to purchase up to 3,915,000 additional Units to cover any over-allotments, at the Public Offering price less the underwriting discounts and commissions. The underwriters exercised their over-allotment option in full and closed on the proceeds from the over-allotment option on March 5, 2019. The Warrants issued in connection with the 3,915,000 over-allotment units are identical to the public Warrants and have no net cash settlement provisions.The Company paid an underwriting discount of 3.0% (or 0% in the case of Units sold to cover any over-allotments) of the per Unit price to the underwriters at the closing of the Public Offering ($7,830,000), with an additional fee (the “Deferred Discount”) of 3.0% (or 6.0% in the case of Units sold to cover any over-allotments) of the gross offering proceeds payable upon the consummation of the initial Business Combination ($10,179,000). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination.In connection with the Public Offering, an underwriter of the Public Offering entered into a forward purchase agreement with the Company, which provides for the purchase by that underwriter of public shares for an aggregate purchase price of $125 million through, other than as described below, open market purchases or privately negotiated transactions with one or more third parties. In lieu of purchasing an aggregate of $125 million of public shares in the open market or privately negotiated transactions, up to $75 million of such aggregate purchase price may instead be in the form of an investment in the Company’s equity securities on terms to be mutually agreed between that underwriter and the Company, to occur concurrently with the closing of Business Combination. The decision to make such an investment in other equity securities will not reduce the aggregate purchase price of the forward purchase agreement. However, that underwriter will be excused from its purchase obligation in connection with a specific Business Combination unless, within ten calendar days following written notice delivered by the Company of its intention to enter into such Business Combination, that underwriter notifies the Company that it has decided to proceed with the purchase in whole or in part. That underwriter may decide not to proceed with the purchase for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict of interest.NOTE 4 – RELATED PARTY TRANSACTIONSFounder SharesIn September 2018, the Sponsor purchased 7,187,500 shares of Class B common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. In October 2018, the Sponsor transferred 75,000 founder shares to each of the Company’s six independent directors, 300,000 shares to our Executive Vice President, Chief Financial Officer and Secretary, and 225,000 shares to our President and Chief Operating Officer. In January 2019, the Sponsor forfeited 871,930 shares of Class B common stock and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”) purchased 871,930 shares of Class B common stock for an aggregate purchase price of approximately $3,000, or approximately $0.003 per share. On February 28, 2019, the Company effected a stock dividend for approximately 0.05 shares for each of the Company’s shares of Class B common stock, resulting in the Company’s initial stockholders holding an aggregate of 7,503,750 Founder Shares. The financial statements have been retroactively restated to reflect the issuance of the stock dividend in all periods presented. Following the stock dividend, the Company’s officers and directors retransferred an aggregate of 48,823 Founder Shares to the Sponsor and the Anchor Investor waived its right to the stock dividend. The Founder Shares are identical to the Class A common stock included in the Units sold in the Public Offering except that the Founder Shares automatically convert into shares of Class A common stock at the time of the initial Business Combination and are subject to certain transfer restrictions, as described in more detail below. The Sponsor and the Anchor Investor had agreed to forfeit up to 978,750 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The over-allotment option was exercised in full and therefore no shares were forfeited.The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or (B), subsequent to the Company’s initial Business Combination, if (x) the last reported sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.Private Placement WarrantsThe Sponsor and the Anchor Investor purchased from the Company an aggregate of 13,581,500 warrants at a price of $1.00 per warrant (an aggregate purchase price of $13,581,500), in a private placement (the “Private Placement”) that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each whole Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering deposited in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the Sponsor, the Anchor Investor or their permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor, the Anchor Investor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions.In addition, if the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by them, as applicable, prior to such issuance) (the “newly issued price”), the exercise price of the Private Placement Warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.If the Company does not complete a Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless.Registration RightsThe Company’s initial stockholders and the holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement signed on the date of the prospectus for the Public Offering. These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There will be no penalties associated with delays in registering the securities under the registration rights agreement.Related Party LoansIn August 2018, the Sponsor agreed to loan the Company an aggregate of $300,000 by drawdowns of not less than $10,000 each against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was non-interest bearing and payable on the earlier of March 31, 2019 or the completion of the Public Offering.In September 2018, the Company drew down $90,000 from the Note in order to fund expenses of the Public Offering. In January 2019, the Company drew down an additional $75,000 from the Note in order to fund expenses of the Public Offering. On February 27, 2019, the Company drew down on the remaining $135,000 of the Note leaving a balance on the Note at that date of $300,000. On March 5, 2019, the Note was repaid in full in connection with the closing of the Public Offering.11Administrative Support Agreement and Other MattersThe Company has agreed to pay $15,000 a month for office space, utilities and secretarial and administrative support to an affiliate of the Sponsor, Hennessy Capital LLC. Services commenced on the date the securities were first listed on the Nasdaq Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The financial statements for the three months ended March 31, 2019 include a charge for $15,000, for one month of such administrative support.Also, commencing on the date the securities were first listed on the Nasdaq Capital Market, the Company has agreed to compensate its Chief Financial Officer $29,000 per month for his services prior to the consummation of the Company’s initial Business Combination, of which 60% is payable currently in cash and 40% is payable upon the completion of the Company’s initial Business Combination. The financial statements for the three months ended March 31, 2019 include an accrued liability for approximately $12,000 for the deferred portion of this compensation and the payment of approximately $17,000 for the cash portion.Further, the Company’s President and Chief Operating Officer will be entitled to a $500,000 cash fee from the Company upon the successful completion of the Company’s initial Business Combination. No amounts have been accrued in the March 31, 2019 financial statements for this fee as the underlying event (completion of the Business Combination) that would trigger this payment is not certain.NOTE 5 – TRUST ACCOUNT AND FAIR VALUE MEASUREMENTThe Company complies with FASB ASC 820, for its financial that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.Upon the closing of the Public Offering and the Private Placement, a total of approximately $303,151,500 was deposited into the Trust Account. The proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations.At March 31, 2019 the proceeds of the Trust Account were invested primarily in U.S. government treasury bills maturing in September 2019 yielding interest of approximately 2.45% per year. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying March 31, 2019 condensed balance sheet and adjusted for the amortization of discounts.The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2019 and indicatesrequired by ASC 820, by level, within the fair value hierarchy as of June 30, 2023 and December 31, 2022 (in thousands):June 30, 2023 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 449 $ — $ — $ 449 Derivative liability, current $ 4,359 $ — $ — $ 4,359 Warrant liability, non-current $ 25,269 $ — $ 25,269 $ — December 31, 2022 Fair Value Level 1 Level 2 Level 3 Liability Contingent earnout shares liability $ 3,013 $ — $ — $ 3,013 Warrant liability, current $ 17,171 $ — $ 17,171 $ — valuation techniquesCompany’s methods for valuation.utilizedhas a remaining contingent obligation to determineissue 10.0 million shares of Common Stock.Six Months Ended June 30, Earnout Shares Liability 2023 2022 Beginning fair value $ 3,013 $ 29,057 Change in fair value during the period $ (2,564) $ (24,936) Ending fair value $ 449 $ 4,121 Six months ended June 30, 2023 Derivative liability 2023 2022 Beginning fair value — — Change in fair value during the period $ 4,359 — Ending fair value $ 4,359 — June 30, 2023 December 31, 2022 Short term deposits $ 3,493 $ 3,755 Prepaid expense 7,710 5,133 Other current assets 207 462 Prepaids and other current assets $ 11,410 $ 9,350 June 30,
2023December 31,
2022Tooling, machinery, and equipment 61,630 32,863 Computer hardware 8,921 8,850 Computer software 9,128 9,053 Building 28,475 — Land 5,800 — Vehicles 1,527 1,356 Furniture and fixtures 742 742 Leasehold improvements 15,246 14,956 Construction-in-progress 273,668 276,968 Total property and equipment 405,137 344,788 Less: Accumulated depreciation (42,525) (33,388) Property and equipment, net $ 362,612 $ 311,400 June 30,
2023December 31,
2022Accrued property and equipment purchases $ 33,463 $ 24,797 Accrued research and development costs 20,196 17,736 Accrued professional fees 12,232 8,112 Other accrued expenses 15,071 12,446 Total accrued expenses $ 80,962 $ 63,091 fair value. Sinceorders, for the ATM Offering beginning on October 5, 2022 for so long as the Company pays Yorkville the sum of $1.0 million per calendar week to be applied in the order of priority set forth in the PPA Side Letter. Failure to make timely payments under the PPA Side Letter will automatically result in the reinstatement of restrictions on the Company’s ability to consummate sales under the ATM Sales Agreement and will be deemed an event of default.Company’s permitted investmentsshares of Common Stock available under the Exchange Cap, then the Company is required to make monthly cash payments of amounts outstanding under any Pre-Paid Advance beginning on the 10th calendar day and continuing on the same day of each successive calendar month until the entire amount of such Pre-Paid Advance balance has been paid or until the payment obligation ceases. Pursuant to the PPA, the monthly payment obligation ceases if the Exchange Cap no longer applies and the VWAP is greater than the Floor Price for a period of five consecutive trading days, unless a subsequent triggering date occurs.
The Company has entered into various operating lease agreements for office and manufacturing spaces.2019 consisted2026, with one option to extend the term of U.S. government treasury billsthe lease for an additional five years. Prior to execution, the contract was a month-to-month arrangement. The total minimum lease payments over the initial lease term is $0.3 million.money market fundsthe minimum aggregate lease payment over the initial term is expected to be approximately $44.3 million, which includes equity portion of rent composed of $1.5 million fully vested non-refundable shares. Refer to Note 15 on warrants issued in conjunction with this lease.2023 (excluding the six months ended June 30, 2023) 1,087 2024 3,200 2025 3,635 2026 4,097 2027 4,302 Thereafter 26,031 Total payments 42,352 investthe Company will exercise such options.The weighted average remaining lease term as of June 30, 2023 and December 31, 2022 was 9.2 years and 9.7 years, respectively.Operating
Lease2023 (excluding the six months ended June 30, 2023) $ 2,681 2024 5,573 2025 5,728 2026 5,504 2027 5,532 Thereafter 29,520 Total lease payments 54,538 14,366 40,172 2,864 Operating lease liabilities, net of current portion $ 37,308 U.S. government treasury bills, fair valuesundisclosed executive compensation.its investmentsjudgments against them, which are determined by Level 1 inputs utilizing quoted prices (unadjusted)subject to court approval. Kranz agreed to be permanently enjoined from violating the anti-fraud provision of Section 17(a)(3) of the Securities Act of 1933 and the proxy solicitation provisions of Section 14(a) of the Securities Exchange Act of 1934 and Rules 14a-3 and 14a-9 thereunder, as well as from aiding and abetting violations of the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-11 thereunder. Kranz also consented to a three-year officer and director bar and payment of a $125,000 civil penalty. Balciunas agreed to be permanently enjoined from violating Section 14(a) of the Exchange Act and Rule 14a-3 thereunder, as well as from aiding and abetting violations of Section 13(a) of the Exchange Act and Rule 13a-11 thereunder. Balciunas further consented to a two-year officer and director bar, payment of $7,500 in active markets for identical assetsdisgorgement and prejudgment interest, and a $50,000 civil penalty.liabilities as follows:Description Carrying
value at
March 31,
2019 Gross
Unrealized
Holding
Gains Quoted
Price
Prices in
Active
Markets
(Level 1) Assets: Cash and money market funds $ 32,000 $ - $ 32,000 U.S. government treasury bills 303,650,000 40,000 303,690,000 Total $ 303,682,000 $ 40,000 $ 303,722,000 12NOTE 6 – STOCKHOLDERS’ EQUITYCommon StockThe authorized common stockIn March 2022, the Company received demand letters on behalf of shareholders of the Company is 110,000,000 shares,identifying purchases and sales of the Company’s securities within a period of less than six months by DD Global Holdings Ltd. (“DDG”) that resulted in profits in violation of Section 16(b) of the Exchange Act. On May 9, 2022, the Company brought an action against DDG in the Southern District of New York seeking the disgorgement of the Section 16(b) profits obtained by DDG from such purchases and sales. In the action, the Company seeks to recover an estimated $61.1 million of Section 16(b) profits. Oral argument has not been scheduled and discovery has not yet commenced.100,000,000the matters referenced above, to be material to the Company’s business or likelyClass Athe Company’s Common Stock at a price of $3.65 per share for an aggregate purchase price of $50.0 million ("May 2022 PIPE"). The purchasers of the shares are special purpose vehicles managed by entities affiliated with Mr. Aquila. The closing of the May 2022 PIPE occurred on May 20, 2022.2023 2022 2023 2022 Research and development $ 209 $ 8,190 $ 4,344 $ 15,126 Selling, general and administrative 6,498 12,583 12,199 26,327 Total $ 6,707 $ 20,773 $ 16,543 $ 41,453 Expected term (years) 10 Risk free interest rate 3.0 % Expected volatility 91.3 % Dividend yield — % Exercise price $ 2.15 Stock price $ 3.63 Expected term (year) 0.9 Expected volatility 116.4 % Expected dividend rate — % Risk free rate 4.7 % Estimated fair value per warrant $ 0.57 Exercise price $ 1.05 Stock price $ 1.20 Expected term (years) 4.61 Expected volatility 124.9 % Expected dividend rate — % Risk free rate 4.16 % Estimated fair value per warrant $ 0.35 Exercise price $ 1.30 Stock price $ 0.48 parand warrants were issued in a single transaction, the total proceeds from the transaction were allocated among the freestanding instruments. The fair value $0.0001,of the warrants measured at issuance was $40.0 million, with the remaining proceeds allocated to the common stock, which is included in additional paid-in capital presented in the consolidated balance sheets. The fair value as of June 30, 2023 was $17.7 million resulting in a gain of $22.3 million for the six months ended June 30, 2023. None of the warrants have been exercised as of June 30, 2023.10,000,000Common Warrant Subscription Agreement. The Company issued warrants to multiple parties to purchase an aggregate of 16.3 million shares of Class BCommon Stock, with an exercise price of $0.67 per share and will be initially exercisable beginning six months following the date of issuance and will expire five years from the initial exercise date.Expected term (years) 5.48 Expected volatility 124.9 % Expected dividend rate — % Risk free rate 4.05 % Estimated fair value per warrant $0.41 Exercise price $0.67 Stock price $0.48 parwhich is included in additional paid-in capital presented in the consolidated balance sheets. As of June 30, 2023, the fair value $0.0001. of the warrants were $6.6 million resulting in a gain of $0.4 million for the three and six months ended June 30, 2023. None of the warrants have been exercised as of June 30, 2023.Expected term (years) 5.27 Expected volatility 124.9 % Expected dividend rate — % Risk free rate 4.07 % Estimated fair value per warrant $0.40 Exercise Price $0.65 Stock Price $0.48 may (depending(iii) risk-free interest rates based on USJune 30, 2023 2022 Convertible debt (Note 9) 59,749 — Restricted and performance stock units 32,871 35,498 Restricted common stock shares — 3,197 Early exercise of unvested stock options 245 1,277 Options to purchase common stock 117 221 Business Combination) be requiredAugust SPA and the August Convertible Debenture.increasebegin realizing incentives offered by the authorized numberState of shares atOklahoma for Canoo’s facilities in Oklahoma City and Pryor, Oklahoma. The incentives, which are available to all investors in the same time as its stockholders vote onstate that meet statutory criteria, include payroll rebates, tax credits, tax exemptions and support for workforce training. The company estimates the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holdersmaximum value of the Company’s Class Aincentives at up to $113.2 million. Oklahoma’s economic development incentives are performance-based and Class B common stock vote together asdesigned to deliver a single classnet benefit to state taxpayers. To benefit from incentives, Canoo must meet investment and are entitledjob creation milestones.one vote for each share of Class A and Class B common stock they own. At March 31, 2019, thereJune 30, 2023, through the date these financial statements were 7,503,750 shares of Class B common stock issued and outstanding and 1,281,365 shareshas determined that it does not have any additional material subsequent events to disclose.ITEMMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSthe Company’s financial condition andour results of operations and financial condition. This discussion and analysis should be read in conjunction with theour condensed consolidated interim financial statements and the related notes thereto contained elsewhere in this report.SpecialQuarterly Report on Form 10-Q. The statements in this discussion regarding expected and other production timelines, development of our own manufacturing facilities, industry trends, our expectations regarding our future performance, liquidity and capital resources and other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 30, 2023 (the “Annual Report on Form 10-K”), Part II, Item IA. “Risk Factors” in this Quarterly Report on Form 10-Q and “Cautionary Note Regarding Forward-Looking StatementsAll statements other than statements of historical factStatements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.and elsewherehave been rounded for ease of presentation. Percentage figures included in this Form 10-Q regardingsection have not in all cases been calculated on the Company’sbasis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this section may vary slightly from those obtained by performing the same calculations using the figures in our financial position,statements or in the associated text. Certain other amounts that appear in this section may similarly not sum due to rounding.strategymodel. The foundational layer is our Multi-Purpose Platform (“MPP” or “platform”) architecture, which serves as the base of our vehicles, including the Lifestyle Vehicle and its Base, Premium, and Adventure trims; the Lifestyle Delivery Vehicle and its 130 and 190 trims; the Multi-Purpose Delivery Vehicle (“MPDV”) and the plansPickup. The next layer is cybersecurity which is embedded in our vehicle to ensure the privacy and objectivesprotection of managementvehicle data. Our top hats, or cabins, are modular and purpose-built to provide tailored solutions for future operations, are forward-looking statements. When used in this Form 10-Q, wordsour customers. This intentional design enables us to efficiently use resources to produce only what is necessary, underscoring our focus on sustainability and returning capital to customers. The remaining layers, connected accessories and digital customer ecosystem, present high-margin opportunities that extend beyond the initial vehicle sale, across multiple owners. Owners will further be able to customize their vehicles by adding connected accessories such as “anticipate,” “believe,” “estimate,” “expect,” “intend”Bluetooth devices or infotainment systems. In addition, there are opportunities for software sales throughout the vehicle life, including predictive maintenance and similar expressions, as they relateservice software or advanced driver assistance systems (“ADAS”) upgrades.or the Company’s management, identify forward-looking statements. Such forward-looking statementsto achieve in-house scale production with less supply chain risk and provide us better oversight of our vehicle manufacturing. We are basedbuilding production facilities in states and communities that are investing in high-tech manufacturing alongside us, creating American jobs and driving innovation.the beliefsseveral factors that present significant opportunities for us but also pose risks and challenges, including those discussed below.management,Financing Sources and Commercialization of Our EVsassumptions made by,achieve several research and development milestones.currently availablesystems;management. Actualability to continue as a going concern for twelve months from the date of issuance of the financial statements included in this Quarterly Report on Form 10-Q.from those contemplated byand adversely impacted in the forward-looking statementsnear term as a result of certain factors detailed in our filings with the SEC.Overviewblank check company incorporated on August 6, 2018 as a Delaware corporationstraight-line basis. Upon retirement or disposal, the cost of the asset disposed of and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). We intend to effectuate our Initial Business Combination using cashrelated accumulated depreciation are removed from the proceedsaccounts and any gain or loss is reflected in the loss from operations. No depreciation expense is allocated to research and development, cost of revenue and selling, general and administrative expenses.initial public offering that was completedconvertible debt with Yorkville into Common Stock, as discussed in March 2019 (the “Public Offering”)Note 9, Convertible Debt.the sale ofPlacement Agent warrants, as discussed in a private placement (the “Private Placement”) that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”), our capital stock, debt or a combination of cash, stock and debt.The issuance of additional shares of our stock in an Initial Business Combination:●may significantly dilute the equity interest of our stockholders;●may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;●could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;●may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and●may adversely affect prevailing market prices for our Class A common stock and/or warrants.Similarly, if we issue debt securities or incur other indebtedness to finance our Initial Business Combination, it could result in:●default and foreclosure on our assets if our operating revenues after an Initial Business Combination are insufficient to repay our debt obligations;●acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;●our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;●our inability to obtain necessary additional financing if the debt security or other indebtedness contains covenants restricting our ability to obtain such financing while the debt security or other indebtedness is outstanding;●our inability to pay dividends on our common stock;
Note 15, Warrants.●using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, or limit our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;●limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;●increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;●limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and●other disadvantages compared to our competitors who have less debt.At March 31, 2019, we had approximately $1,826,000 in cash outside of the Trust Account. We expect to incur significant costs in the pursuit of an Initial Business Combination and we cannot assure you that our plans to complete an Initial Business Combination will be successful.Forperiod from August 6, 2018 (date of inception) to March 31, 2019Three and Six Months Ended June 30, 2023 and 2022activities consisted of formation and preparationhistorical operating results for the Public Offeringperiods indicated:Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 2022 2023 2022 Revenue $ — $ — $ — NM — — — NM Costs and Operating Expenses Cost of revenue, excluding depreciation — — — NM — — — NM Research and development expenses, excluding depreciation 38,582 115,460 (76,878) (67) % 85,686 197,946 (112,260) (57) % Selling, general and administrative expenses, excluding depreciation 30,421 55,152 (24,731) (45) % 60,270 110,773 (50,503) (46) % Depreciation 4,562 2,892 1,670 58 % 9,137 5,570 3,567 64 % Total costs and operating expenses 73,565 173,504 (99,939) (58) % 155,093 314,289 (159,196) (51) % Loss from operations (73,565) (173,504) 99,939 (58) % (155,093) (314,289) 159,196 (51) % Interest (expense) income (2,264) 19 (2,283) NM (2,560) (9) (2,551) NM Gain on fair value change in contingent earnout shares liability 59 9,471 (9,412) (99) % 2,564 24,936 (22,372) (90) % Gain on fair value change in warrant and derivative liability 5,623 — 5,623 NM 22,965 — 22,965 NM Loss on extinguishment of debt (949) — (949) NM (27,688) — (27,688) NM Other income (expense), net 226 (378) 604 NM (1,790) (395) (1,395) NM Loss before income taxes (70,870) (164,392) 93,522 (57) % (161,602) (289,757) 128,155 (44) % Provision for income taxes — — — NM — — — NM Net loss and comprehensive loss (70,870) (164,392) 93,522 (57) % (161,602) (289,757) 128,155 (44) % subsequentDevelopment Expenses, excluding Depreciationthe Public Offering, identifying and completing a suitable Initial Business Combination. As such, we had no operations or significant operating expenses until March 2019.Our normal operating costs include costs associated with our search for an Initial Business Combination, costs associated with our governance and public reporting, state franchise taxes of approximately $17,000 per month (see below), a charge of $15,000 per month from our Sponsor for administrative services and approximately $29,000 per month ($11,600 of which is deferred as to payment until closing of our Initial Business Combination) for compensation to our Chief Financial Officer. In addition, since our operating costs are not expected to be deductible for federal income tax purposes, we are subject to federal income taxes on the income from the Trust Account less taxes. Such federal income taxes could approximate $1.5$38.6 million per year based on the level of interest income inherent in our current U.S. treasury bill investments. However, we are permitted to withdraw interest earned from the Trust Account for the payment of taxes. We expect our costs to increase from our costs in the three months ended March 31, 2019June 30, 2023, compared to $115.5 million in the three months ended June 30, 2022. The decrease was primarily due to decreases in research and development costs of $47.3 million, salary and benefit costs of $11.6 million, stock based compensation costs of $8.0 million, and professional fees of $5.0 million. Other factors affecting research and development expenses were individually immaterial.travelother costs associated with exit and disposal activities, acquisition and related costs, changes to the fair value of contingent earnout shares liability, changes to the fair value of warrant and derivative liability, loss on extinguishment of debt, and any other one-time non-recurring transaction amounts impacting the statement of operations during the year. "Adjusted Net Loss" is defined as net loss adjusted for stock-based compensation, restructuring charges, asset impairments, non-routine legal fees, and other costs associated with exit and disposal activities, acquisition and related costs, changes to the fair value of contingent earnout shares liability, changes to the fair value of warrants and derivative liability, loss on extinguishment of debt, and any other one-time non-recurring transaction amounts impacting the statement of operations during the year. "Adjusted EPS" is defined as Adjusted Net Loss on a per share basis using the weighted average shares outstanding.various Initial Business Combination candidates subsequentongoing operating results and trends and in comparing our financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that when evaluating EBITDA, AdjustedThree Months Ended June 30, 2023 2022 EBITDA Adjusted EBITDA Adjusted Net Loss EBITDA Adjusted EBITDA Adjusted Net Loss Net loss $ (70,870) $ (70,870) $ (70,870) $ (164,392) $ (164,392) $ (164,392) Interest expense (income) 2,264 2,264 — (19) (19) — Provision for income taxes — — — — — — Depreciation 4,562 4,562 — 2,892 2,892 — Gain on fair value change in contingent earnout shares liability — (59) (59) — (9,471) (9,471) Gain on fair value change in warrant and derivative liability — (5,623) (5,623) — — — Loss on extinguishment of debt — 949 949 — — — Other income (expense), net — (226) (226) — 378 378 Stock-based compensation — 6,707 6,707 — 20,773 20,773 Adjusted Non-GAAP amount (64,044) (62,296) (69,122) (161,519) (149,839) (152,712) US GAAP net loss per share Basic N/A N/A (0.14) N/A N/A (0.68) Diluted N/A N/A (0.14) N/A N/A (0.68) Adjusted Non-GAAP net loss per share (Adjusted EPS): Basic N/A N/A (0.14) N/A N/A (0.63) Diluted N/A N/A (0.14) N/A N/A (0.63) Weighted-average common shares outstanding: Basic N/A N/A 505,576 N/A N/A $ 242,772 Diluted N/A N/A 505,576 N/A N/A $ 242,772 Six Months Ended June 30, 2023 2022 EBITDA Adjusted EBITDA Adjusted Net Loss EBITDA Adjusted EBITDA Adjusted Net Loss Net loss $ (161,602) (161,602) (161,602) $ (289,757) $ (289,757) $ (289,757) Interest expense (income) 2,560 2,560 — 9 9 — Provision for income taxes — — — — — — Depreciation 9,137 9,137 — 5,570 5,570 — Gain on fair value change in contingent earnout shares liability — (2,564) (2,564) — (24,936) (24,936) Gain on fair value change in warrant and derivative liability — (22,965) (22,965) — — — Loss on extinguishment of debt — 27,688 27,688 — — — Other income (expense), net — 1,790 1,790 — 395 395 Stock-based compensation — 16,543 16,543 — 41,453 41,453 Adjusted Non-GAAP amount (149,905) (129,413) (141,110) (284,178) (267,266) (272,845) US GAAP net loss per share Basic N/A N/A (0.35) N/A N/A (1.22) Diluted N/A N/A (0.35) N/A N/A (1.22) Adjusted Non-GAAP net loss per share (Adjusted EPS): Basic N/A N/A (0.31) N/A N/A (1.15) Diluted N/A N/A (0.31) N/A N/A (1.15) Weighted-average common shares outstanding: Basic N/A N/A 462,303 N/A N/A 238,242 Diluted N/A N/A 462,303 N/A N/A 238,242 Public Offering. Further, onceaccompanying financial statements.identify an Initial Business Combination candidate,raise additional funds by incurring loans or by issuing debt securities or preferred stock, these forms of financing have rights, preferences, and privileges senior to those of holders of our costsCommon Stock. The availability and the terms under which we are expectedable to raise additional capital could be disadvantageous, and the terms of debt financing or other non-dilutive financing involve restrictive covenants and dilutive financing instruments, which could place significant restrictions on our operations. Macroeconomic conditions and credit markets are also impacting the availability and cost of potential future debt financing. As we raise capital through the issuance of additional equity, such sales and issuance has and will continue to dilute the ownership interests of the existing holders of Common Stock. There can be no assurances that any additional debt, other non-dilutive and/or equity financing would be available to us on favorable terms or at all. We expect to continue to incur net losses, comprehensive losses, and negative cash flows from operating activities in accordance with our operating plan as we continue to expand our research and development activities to complete the development of our EVs, establish our go-to-market model and scale our operations to meet anticipated demand. We expect that both our capital and operating expenditures will increase significantly in connection with negotiatingour ongoing activities, as we:executingdevelopment efforts;merger agreementpublic company.agreementsto the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty related to the Company’s ability to continue as a going concern.Six Months Ended June 30, 2023 2022 Net cash used in operating activities $ (129,544) $ (237,565) Net cash (used in) investing activities (33,905) (34,980) Net cash provided by financing activities 132,215 92,630 additional professional, due diligenceselling, general, and consulting feesadministrative activities. Our operating cash flow is also affected by our working capital needs to support growth in personnel-related expenditures and travel costs that will be requiredfluctuations in connection with an Initial Business Combination.Public Offeringcash outflow from operating activities primarily consist of payments related to our research and Private Placement closed on March 5, 2019development and selling, general and administration expenses. Total expenditure as more fully describedit relates to research and development excluding depreciation was $85.7 million during the six months ended June 30, 2023, of which $4.3 million related to stock-compensation expenses. We also incurred selling, general and administration expenses of $60.3 million for the six months ended June 30, 2023, of which $12.2 million related to stock-compensation expenses. The expenses include salaries and benefits paid to employees as primarily all salaries and benefits were paid in “Liquiditycash during the six months ended June 30, 2023.Capital Resources” below. The proceedscontinue to build our infrastructure. Cash flows from investing activities primarily relate to capital expenditures to support our growth.the Trust Account were initially invested in a money market fund that invests solely in direct U.S. government obligations meeting the applicable conditions of Rule 2a-7 of the Investment Company Act of 1940. In March 2019, the money market fund was largely liquidated and the trust assets were invested in U.S. government treasury bills which mature in September 2019 and currently yield approximately 2.45% on a yearly basis. Interest on the Trust Accountinvesting activities was approximately $530,000$33.9 million for the threesix months ended March 31, 2019 consistingJune 30, 2023, related to purchases of interest earned sinceproduction tooling, machinery, and equipment to support manufacturing activities.closingsix months ended June 30, 2023, which primarily consisted of the Public Offering on March 5, 2019.Liquidity and Capital ResourcesOn March 5, 2019, we consummated the Public Offering of an aggregate of 30,015,000 Units at a price of $10.00 per unit generating gross proceeds of approximately $300,150,000 before underwriting discounts and expenses. Simultaneously with the consummation of the Public Offering, we consummated the Private Placement of 13,581,500 Private Placement Warrants, each exercisable to purchase one share of our Class A common stock at $11.50 per share, to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds, before expenses, of approximately $13,581,500.The net proceeds from the Public Offeringissuance of shares under SPA of $52.5 million offset by issuance costs of $1.5 million, proceeds from convertible debenture of $45.1 million, proceeds from Yorkville exercising their warrants of $21.2 million and Private Placement was approximately $305,056,000, netproceeds from PPA of the non-deferred portion of the underwriting commissions of $7,830,000 and offering costs and other expenses of approximately $856,000. $303,151,500 of the proceeds of the Public Offering and the Private Placement$5.0 million.depositedprepared in the Trust Account and are not available to us for operations (except amounts to pay taxes). At March 31, 2019, we had approximately $1,826,000 of cash available outside of the Trust Account, before unpaid costs of the Public Offering of approximately $48,000, to fund our activities until we consummate an Initial Business Combination.Until the consummation of the Public Offering, the Company’s only sources of liquidity were an initial purchase of shares of our common stock for $28,000 by the Sponsor and the Anchor Investor, and a total of $300,000 loaned by the Sponsor against the issuance of an unsecured promissory note (the “Note”). The Note was non-interest bearing and was paid in full on March 5, 2019 in connectionaccordance with the closing of the Public Offering.The Company believes that it has sufficient working capital at March 31, 2019 to fund its operations for more than the next twelve months.The Company has only until September 5, 2020 to complete an Initial Business Combination. If the Company does not complete an Initial Business Combination by September 5, 2020, the Company will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share price equal to a pro rata portion of the Trust Account, including interest, but less taxes payable (and less up to $100,000 of interest to pay dissolution expenses) and (iii) as promptly as reasonably possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its creditors and remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have waived their redemption rights with respect to their founder shares; however, if the initial stockholders or any of their affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete an Initial Business Combination within the required time period.In the event of such liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per unit in the Public Offering.Off-balance sheet financing arrangementsWe have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any agreements for non-financial assets.Contractual obligationsAt March 31, 2019, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities. In connection with the Public Offering, we entered into an Administrative Support Agreement with Hennessy Capital LLC, an affiliate of our Sponsor, pursuant to which the Company pays Hennessy Capital LLC $15,000 per month for office space, utilities and secretarial and administrative support.In addition, commencing on March 1, 2019 (the date the Company’s securities were first listed on the Nasdaq Capital Market), the Company has agreed to compensate its Chief Financial Officer $29,000 per month prior to the consummation of the Initial Business Combination, of which 60% is payable in cash currently and 40% in cash upon the successful completion of the Initial Business Combination. Approximately $12,000 has been included in accrued liabilities for the deferred compensation of the Chief Financial Officer at March 31, 2019. Further, the Company has entered into an agreement with its President and Chief Operating Officer to pay him a success fee of $500,000 in cash upon the closing of an Initial Business Combination.Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying or accruing these monthly fees.In connection with identifying an Initial Business Combination candidate, the Company expects to enter into engagement letters or agreements with various consultants, advisors, professionals and others in connection with an Initial Business Combination. The services under these engagement letters and agreements are likely to be material in amount and in some instances include contingent or success fees. Contingent or success fees (but not deferred underwriting compensation) would be charged to operations in the quarter that an Initial Business Combination is consummated. In most instances (except with respect to our independent registered public accounting firm), these engagement letters and agreements are expected to specifically provide that such counterparties waive their rights to seek repayment from the funds in the Trust Account.16Critical Accounting Policiesand related disclosures in conformity with GAAP requires managementus to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities atas of the date of the financial statements, and income andas well as the reported expenses incurred during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following as its critical accounting policies:Emerging Growth CompanySection 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, thosereporting periods. Our estimates are based on our historical experience and on various other factors that have not had a Securities Act registration statement declared effective or do not have a class of securities registeredwe believe are reasonable under the Exchange Act) are required to comply withcircumstances, the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.Net Income Per Share:Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering and Private Placement (see Note 4 to the condensed financial statements) to purchase an aggregate of 36,092,750 Class A ordinary shares in the calculation of diluted income (loss) per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income (loss) per common share is the same as basic loss per common share for the period.The Company’s statement of operations include a presentation of income (loss) per share for common stock subject to redemption in a manner similar to the two-class method of income (loss) per share. Net income (loss) per share, basic and diluted for Class A common stock is calculated by dividing the interest income earned on the funds in the Trust Account, net of income tax expense and franchise tax expense, by the weighted average number of shares of Class A common stock outstanding since their original issuance. Net income (loss) per common share, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), less income attributable to Class A common stock, by the weighted average number of shares of Class B common stock outstanding for the period. Net income (loss) available to each class of common stockholders is as follows for the three months ended March 31, 2019: March 31,
2019 Net income available to Class A common stockholders: Interest income $ 530,000 Less: Income and franchise taxes (117,000 ) Net income available to Class A common stockholders $ 413,000 Net income available to Class B common stockholders: Net income $ 318,000 Less: amount attributable to Class A common stockholders (413,000 ) Net (loss) available to Class B common stockholders $ (95,000 ) Financial InstrumentsThe fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed financial statements.Public Offering CostsThe Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A- “Expenses of Offering”. Public Offering costs of approximately $18,865,000 consist of underwriters’ discounts of approximately $18,009,000 (including approximately $10,719,000results of which payment is deferred) and approximately $856,000 of professional, printing, filing, regulatory and other costs associated withform the Public Offering were charged to additional paid in capital upon completion of the Public Offering in March 2019.Income Taxes:The Company follows the asset and liability method of accountingbasis for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.The Company’s currently taxable income consists of interest income on the Trust Account net of taxes. The Company’s general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended March 31, 2019, the Company recorded income tax expense of approximately $100,000 primarily related to interest income earned on the Trust Account net of taxes. The Company’s effective tax rate for the three months ended March 31, 2019 was approximately 31% which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. At March 31, 2019 and December 31, 2018, the Company has a deferred tax asset of approximately $20,000 and $-0-, respectively, primarily related to start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2019 or December 31, 2018. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2019 or December 31, 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Redeemable Common StockAll of the 30,015,000 public shares sold as part of a Unit in the Public Offering contain a redemption feature which allows for the redemption of public shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with Financial Accounting Standards Board (“FASB”) ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 upon the closing of a Business Combination.The Company recognizes changes in redemption value immediately as they occur and adjustsmaking judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.securities ataccounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the end of each reporting period. Increases or decreasesmore significant areas involving management’s judgments and estimates.the carrying amount of redeemable common stock are affected by adjustments to additional paid-in capital. Accordingly, at March 31, 2019, 28,733,635 of the 30,015,000 public shares were classified outside of permanent equity.18Recent Accounting PronouncementsIn July 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part I. Accounting for Certain Financial Instruments with Down Round Features; Part II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reducedour Annual Report on the basis of the pricing of future equity offerings. Also, entities must adjust their basic Earnings Per Share (“EPS”) calculationForm 10-K for the effectyear ended December 31, 2022. For a discussion of our critical accounting estimates, see the down round provision when triggered (that is, when the exercise pricesection titled “Critical Accounting Policies and Estimates” included in “Management’s Discussion and Analysis of the related equity-linked financial instrument is adjusted downward becauseFinancial Condition and Results of the down round feature). That effect is treated as a dividend and as a reduction of income available to common shareholdersOperations, each included in basic EPS. An entity will also recognize the effect of the trigger within equity. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this guidance during the three months ended March 31, 2019. The adoption of this guidance enabled the Company to record the warrants as equity instruments and is not expected to have a material impactour Annual Report on the Company’s financial position, results of operations, cash flows or disclosures until a trigger event occurs. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update are not expected to have an impact on the Company.Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.ITEMQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKwere incorporatedhave not, to date, been exposed to material market risks given our early stage of operations. Upon commencing commercial operations, we may be exposed to material market risks. Market risk represents the risk of loss that may impact our financial position due to adverse changes in Delaware on August 6, 2018financial market prices and rates. Our current market risk exposure is primarily the result of fluctuations in interest rates.the purpose of effecting an Initial Business Combination. As of March 31, 2019, we had not commenced any operations or generated any revenues. All activity through March 31, 2019 relateschanges in interest rates applicable to our formationcash and our Public Offeringcash equivalents. We had cash and subsequent to the Public Offering identifyingcash equivalents totaling $5.0 million as of June 30, 2023. Our cash and completing a suitable Initial Business Combination. $303,151,500 of the net proceeds of the Public Offering and the Private Placement that closed on March 5, 2019cash equivalents were deposited into a Trust Account that invests solely in U.S. government treasury bills with a maturity of 180 days or less orinvested primarily in money market funds meeting certain conditions under Rule 2a-7 underand are not invested for trading or speculative purposes. However, due to the Investment Company Actshort-term nature and the low-risk profile of 1940 which invest only in direct U. S. government obligations. In March 2019, the money market fund was largely liquidatedfunds, we do not believe a sudden increase or decrease in market interest rates would have a material effect on the fair market value of our portfolio.the trust assets were invested in U.S. government treasury bills which mature in September 2019 and currently yield approximately 2.45% on a yearly basis. At March 31, 2019, there was approximately $303,682,000 in the Trust Account.operating costs upon commencing commercial operations.ITEMCONTROLS AND PROCEDURESDisclosureareas of June 30, 2023. We have established and currently maintain disclosure controls and other procedures, that areas such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, designed to ensureprovide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’sSEC's rules and forms. Disclosure controlsprocedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officerprincipal executive officer and Chief Financial Officer,principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.As In designing and evaluating disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required by Rules 13a-15to apply its judgment in evaluating the cost-benefit relationship of possible controls and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried outprocedures. of the effectiveness of the design and operation of our disclosure controls and procedures, as of March 31, 2019. Based upon their evaluation, our Chief Executive OfficerCEO and Chief Financial OfficerCFO concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.During the three months ended March 31, 2019, there has beenchangechanges in our internal control over financial reporting (as that hasterm is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three and six months ended June 30, 2023 that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.ITEMLEGAL PROCEEDINGSNone.ITEMRISK FACTORSAs of the date of this Quarterly Report on Form 10-Q,Risk Factorsdisclosedincluded in our Prospectus filed with the SECAnnual Report on March 4, 2019. Any of these factorsForm 10-K or enumerated below could result in a significant or material adverse effect on our results of operations, financial condition or financial condition.cash flows. Additional risk factors not presently known to ususe or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.ITEMUNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPrivate PlacementOn March 5, 2019, we consummated a private placementUnregistered Sales of an aggregate 13,581,500 warrants (“Private Placement Warrants”) at a priceEquity Securities and Use of $1.00 per Private Placement Warrant, generating total proceedsProceedsapproximately $13,581,500. The Private Placement Warrants, which were purchased by our sponsor Hennessy Capital Partners IV, LLC and by our Anchor investor, are substantially similar toEquity Securitieswarrants included in the units issued in our Public Offering (the “Public Warrants”), except that if held by the original holder or their permitted assigns, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption and (iii) are subject to certain limited exceptions, will be subject to transfer restrictions untilthree months ended June 30, days following the consummation of our initial business combination. If the Private Placement Warrants are held by holders other than its initial holders, the Private Placement Warrants will be redeemable by2023, the Company and exercisable byissued 2.3 million shares of Common Stock to I-40 Partners under the holders on the same basis as the Public Warrants.lease agreement with I-40 Partners. The saleissuance of the Private Placement Warrantsshares was made pursuant to an exemptionexempt from registration contained inpursuant to Section 4(a)(2) of the Securities Act of 1933,Act. I-40 Partners represented to the Company that it is an "accredited investor" as amended (“Securities Act”).Use of Proceeds from the Initial Public OfferingOn March 5, 2019, we consummated our Public Offering of 30,015,000 units, with each unit consisting of one share of Class A common stock and three-quarters of one warrant. Each whole warrant is exercisable to purchase one share of common stock at an exercise price of $11.50 per whole share. The warrants will become exercisable on the later of (i) 30 days after the completiondefined in Rule 501 of the initial business combinationSecurities Act.(ii) 12 months from the closingAffiliated Purchasersthe Public Offering. The warrants expire five years after the completion of the initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, the warrants will be redeemable in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ notice if, and only if, the last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period. The Units in the Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of approximately $300,150,000. Nomura Securities International, Inc.and Stifel Nicolaus & Company acted as joint book-runner managers for the Public Offering. The securities sold in the Public Offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-229608). The SEC declared the registration statement effective on February 28, 2019.We paid a total of approximately $7,830,000 in underwriting discounts and commissions and approximately $856,000 for other costs and expenses related to the Public Offering. In addition, the underwriters for the Public Offering agreed to defer payment of approximately $10,179,000 in underwriting discounts and commissions, which amount will be payable upon consummationunvested shares of our initial business combination, if consummated. We also repaid the promissory note to our Sponsor from the proceeds of the Public Offering.After deducting the underwriting discounts and commissions (excluding the deferred portion of approximately $10,179,000 in underwriting discounts and commissions, which amount will be payable upon consummationCommon Stock:Period April 1 - April 30, 2023 18,993 $ 0.02 — — May 1 - May 31, 2023 — $ — — — June 1 - June 30, 2023 8,250 $ 0.02 — — Business Combination, if consummated) and the offering expenses, the total net proceeds from our Public Offering and the private placement of the Private Placement Warrants was approximately $305,056,000 of which approximately $303,151,500 (or $10.10 per unit sold in the Public Offering) was placed in the Trust Account. As of March 31, 2019, approximately $1.8 million was held outside the Trust Account and will be used to fund (a) the unpaid offering costs aggregating approximately $48,000 and (b) the Company’s operating expenses. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. See also the Current Reports on Forms 8-K filed by the Company on March 6, 2019 and March 11, 2019.In connection with the closing of the Public Offering a stock dividend of 316,250 shares was made to the holders of 7,187,500 shares of Class B common stock (increasing the total number of shares of Class B common stocks outstanding to 7,503,750) so that the initial stockholders of the Company would collectively own 20.0% of the issued and outstanding shares of common stock held by employees and service providers are subject to vesting. Unvested shares are subject to a right of repurchase by us in the Company afterevent the Public Offering.ITEMDEFAULTS UPON SENIOR SECURITIESITEMMINE SAFETY DISCLOSURESNone.ITEMOTHER INFORMATIONNone.ITEMEXHIBITSExhibitsExhibitNumberDescription1.1**Exhibit
No.Underwriting Agreement, dated February 28, 2019, by and among the Company and Nomura Securities International, Inc., and Stifel Nicholas & Company, IncorporatedDescription3.1**3.14.1**3.210.1**3.310.2**4.14.2 4.3 4.4 4.5 4.6 4.7 4.8 10.3**10.110.2 10.4**10.310.5**10.4†10.5 10.6 10.6**10.710.7***31.1*Form of Subscription Agreement by and between the Company, Hennessy Capital Partners IV, LLC and the anchor investor31.131.231.2*32.1** 32.2** 101.INS 101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *Furnished herewith**Incorporated by reference to the Current Report on Form 8-K filed by the Company on March 6, 2019.104 ***Incorporated by reference to the Registration Statement on Form S-1 filed by the Company on February 11, 2019.Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)21In accordance withregistrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.HENNESSY CAPITAL ACQUISITION CORP. IVCANOO INC. Dated: May 15, 2019 /s/ Daniel J. Hennessy/s/ Tony Aquila Name: Daniel J. HennessyTony Aquila Title: ChairmanChief Executive Officer and Executive Chair of the Board of Directors andChief Executive Officer(Principal Executive Officer) Dated: May 15, 2019 By: /s/ Nicholas A. PetruskaKen Manget Nicholas A. PetruskaKen Manget Title: Executive Vice President, Chief and Secretary(Principal Financial and Accounting Officer)22