UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-35561

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)


Nevada						20-1778374
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1441 Broadway, Suite 5116

New York, NY 10018

(Address of principal executive offices)

212-206-1216

(Registrant’s telephone number, including area code)

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

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common stock, $0.001 par value per share

IDEX

The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted ~~and posted~~ 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 ☐☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐☒	Accelerated filer	☐
Non-accelerated filer	☒☐	Smaller reporting company	☒☐
Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~497,680,745~~492,449,892 shares as of ~~November 18, 2021.~~September 7, 2022.

Table of Contents

QUARTERLY REPORT ON FORM 10-Q

OF IDEANOMICS, INC.

FOR THE PERIOD ENDED ~~SEPTEMBER 30, 2021~~MARCH 31, 2022

TABLE OF CONTENTS

Table of Contents

Use of Terms

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” “the Company,” “IDEX,” or “Ideanomics,” are to the business of Ideanomics, Inc. (formerly known as “Seven Star Cloud Group, Inc.,” “SSC” and “Wecast Network, Inc.,”) a Nevada corporation, and its consolidated ~~subsidiaries and variable interest entities.~~subsidiaries.

~~In addition, unless the context otherwise requires and for the purposes~~The following is a glossary of certain terms used in this ~~report only:~~report:

•“DBOT” refers to the Delaware Board of Trade Holdings, Inc. which is holding company for the Company’s FINRA Registered Broker Dealer. The Company owns 98% of the share capital Delaware Board of Trade Holdings, Inc. On September 20, 2021 the name was changed to Justly Holdings Inc.;

•~~“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;~~

•~~“EV” refers to electric vehicles, particularly battery operated electric vehicles;~~

•~~“FINRA” refers to the Financial Industry Regulatory Authority;~~

•“Legacy YOD” business refers to the premium content and integrated value-added service solutions for the delivery of VOD (defined below) and paid video programing to digital cable providers, Internet Protocol Television (“IPTV”) providers, Over-the-Top (“OTT”) streaming providers, mobile manufacturers and operators, as well as direct customers;

•~~“MEG” refers to Mobile Energy Global, the subsidiary that holds the Company’s EV businesses in the PRC;~~

•~~“PRC,” “China,” and “Chinese,” refer to the People’s Republic of China;~~

•~~“Renminbi” and “RMB” refer to the legal currency of the PRC;~~

•~~“SEC” refers to the United States Securities and Exchange Commission;~~

•~~“Securities Act” refers to the Securities Act of 1933, as amended;~~

•~~"Solectrac" refers to Solectrac, Inc., which was acquired on June 11, 2021;~~

•~~“SSSIG” refers to Sun Seven Stars Investment Group Limited, a British Virgin Islands corporation, an affiliate of Bruno Wu (“Dr. Wu,”) the former Chairman of the Company;~~

•~~“Timios” refers to Timios Holdings Corp. and its affiliates which was acquired on January 8, 2021;~~

•~~“U.S. dollars,” “dollars,” “USD,” “US$,” and “$” refer to the legal currency of the United States;~~

•~~"US Hybrid" refers to US Hybrid Corporation, which was acquired on June 20, 2021;~~

•~~“VOD” refers to video on demand, which includes near video on demand (“NVOD,”) subscription video on demand (“SVOD,”) and transactional video on demand (“TVOD;”) and~~

•~~“Wecast SH” refers to Shanghai Wecast Supply Chain Management Limited, a PRC company that is 51% owned by the Company;~~

•~~“WAVE” refers to Wireless Advanced Vehicle Electrification, Inc. which was acquired on January 15, 2021.~~

~~Explanatory Note~~

On November 16, 2021, Ideanomics, Inc. (the “Company”, “we”, “our” or “us”) filed a Current Report on Form 8-K disclosing that the Company determined that our previously issued financial statements contained in our Quarterly Report on Form 10-Q for the period ended March 31, 2021 and Quarterly Report on Form 10-Q for the period ending June 30, 2021 should no longer be relied upon due to errors in such condensed consolidated financial statements related to revenue reported by our affiliate Timios Holding Corp. (“Timios”), that provides title and agency services.

The errors were uncovered as part of the preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021. The preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021 also identified additional transactions and accounting practices not in accordance with U.S. generally accepted accounting principles (“US GAAP”).

The amendments to our Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021 reflect the correction of the following errors identified subsequent to the filing of our Quarterly Report on Form 10-Q for the period ended


$			refers to the legal currency of the United States.
ASC 606			refers to Accounting Standards Codification Topic 606, Revenue From Contracts With Customers.
ASC 718			refers to Accounting Standards Codification Topic 718, Stock Compensation.
ASC 810			refers to Accounting Standards Codification Topic 810, Consolidation.
ASEAN			refers to the Association of Southeast Asian Nations.
ASU 2015-02			refers to Accounting Standards Update 2015-02 Consolidation (Topic 810).
ASU 2016-13			refers to Accounting Standards Update 2016-13, Financial Instruments-Credit Losses (Topic 326).
ASU 2019-12			refers to Accounting Standards Update 2019-12, Income Taxes (Topic 740).
ASU 2020-06			refers to Accounting Standards Update 2020-06, Debt (Topic 470).
ASU 2021-04			refers to Accounting Standards Update 2021-04, Earning Per Share.
BEV			refers to battery electric vehicles.
China			refers to the People’s Republic of China.
Chinese			refers to the People’s Republic of China.
COVID-19			refers to Novel Coronavirus 2019.
DBOT			refers to the Delaware Board of Trade Holdings, Inc. which is holding company for the Company’s FINRA Registered Broker Dealer. The Company owns 99% of the share capital Delaware Board of Trade Holdings, Inc. On September 20, 2021 the name was changed to Justly Holdings Inc. (JUSTLY).
Dr. Wu.			refers to Dr. Bruno Wu., the former Chairman of the Company as of December 31, 2020.
Energica			refers to Energica Motor Company, S.P.A., manufacturer of high-performance electric motorcycles.
EV			refers to electric vehicles, particularly battery operated electric vehicles.
Exchange Act			refers to the Securities Exchange Act of 1934, as amended.
FASB			refers to the Financial Accounting Standards Board.
FCEV			refers to fuel cell electric vehicles.
FINRA			refers to the Financial Industry Regulatory Authority.
Fintech			refers to financial technology.
Fintech Village			refers to the Global Headquarters for Technology and Innovation in Connecticut.
FNL			refers to FNL Technologies, Inc., the owner and operator of the social media platform Hoo.be
GAAP			refers to generally accepted accounting principles in the United States of America.
GDPR			refers to General Data Protection Regulation.
Glory			refers to Glory Connection Sdn. Bhd.
Grapevine			refers to Grapevine Logic, Inc. a previously wholly-owned subsidiary of Ideanomics focused on influencer marketing.
Ideanomics China			refers to Mobile Energy Global (MEG) the subsidiary that holds all of the Company’s EV.
Ideanomics			refers to Ideanomics Inc.
JUSTLY			refers to the company formerly known as DBOT - Delaware Board of Trade Holdings, Inc. which is holding company for the Company’s FINRA Registered Broker Dealer. The Company owns 99% of the share capital Delaware Board of Trade Holdings, Inc. On September 20, 2021 the name was changed to Justly Holdings Inc. (JUSTLY).
MDI Fund			refers to the Minority Depository Institution Keepers Fund.

Table of Contents

~~March 31, 2021 and June 30, 2021, which were initially filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021 and August 16, 2021, respectively:~~


Medici			refers to Medici Motor Works.
NASDAQ			refers to the Nasdaq Stock Market.
New Energy			refers to Qingdao Medici New Energy Vehicle Co., Ltd. , formerly known as Qingdao Chengyang Mobo New Energy Vehicle Sales Service Company Limited.
OEM			refers to original equipment manufacturer.
OPEX			refers to the day-to-day operating expenses of a business.
PEA			refers to Prettl Electronics Automotive.
Qianxi			refers to Guizhou Qianxi Green Environmentally Friendly Taxi Service Co.
PBOC			refers to the People’s Bank of China.
PRC			refers to the People’s Republic of China.
Sarbanes-Oxley Act			refers to Section 404 of the Sarbanes-Oxley Act of 2002, as amended.
Securities Act			refers to the Securities Act of 1933, as amended.
Silk EV Note			refers to the convertible promissory note Ideanomics entered into with Silk EV Cayman LP.
Solectrac			refers to Solectrac, Inc., which was acquired on June 11, 2021.
The 2010 Plan			refers to the 2010 Stock Incentive Plan.
The Company			refers to Ideanomics Inc.
Timios			refers to Timios Holdings Corp. and its affiliates which was acquired on January 8, 2021.
TM2			refers to Technology Metals Market Limited, a London based digital commodities issuance and trading platform for technology metals.
Tree Technologies			refers to Tree Technologies Sdn. Bhd., headquartered in Kuala Lumpur, Malaysia and through its Treeletrik brand sells EV bikes, scooters, and batteries throughout the ASEAN region.
U.S. dollars			refers to the legal currency of the United States.
U.S. GAAP			refers to accounting principles generally accepted in the United States of America.
US Hybrid			refers to US Hybrid Corporation, which was acquired on June 20, 2021.
USD			refers to the legal currency of the United States.
VaaS			refers to Vehicle as a Service.
VIA			refers to VIA Motors International, Inc. a business that produces commercial battery electric skateboard architecture.
WAVE			refers to Wireless Advanced Vehicle Electrification, Inc. which was acquired on January 15, 2021.
WAVE Agreement			refers to the agreement and plan of merger the Company entered into to acquire 100% of Wireless Advanced Vehicle Electrification, Inc.
YA II PN			refers to YA II PN, Ltd.

A.The Company determined that it did not present Timios title and agency services revenue and the related cost of revenue in accordance with US GAAP on the condensed consolidated statement of operations, as premiums from title insurance policies written by independent agencies were presented on a gross basis and did not properly present revenue and cost of revenue net of commission costs.

B.The Company discovered that it did not properly account for its investment in Technology Metals Market Limited (“TM2”) in accordance with the equity method of accounting. In addition, the Company determined that it incorrectly presented equity income (loss) on its equity method investments as a component of interest and other income (expense) on the condensed consolidated statements of operations rather than as a separate financial statement caption below income taxes.

C.~~The Company discovered certain errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its acquisitions.~~

D.The Company determined that the errors in determining the estimated fair value of net assets acquired in its acquisitions resulted in an additional reduction to the Company’s deferred tax liabilities.

E.The Company determined that it did not properly recognize income tax expense (benefit) for certain acquired entities subsequent to their respective acquisitions during the periods ended March 31, 2021 and six months ended June 30, 2021.

See “Item 4 — Controls and Procedures” that discloses a material weakness in the Company’s internal controls associated with the restatements, as well as management’s restated conclusion that the Company’s internal controls over financial reporting were not effective as of March 31, 2021 and June 30, 2021.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

IDEANOMICS, INC.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


			Page
Unaudited Condensed Consolidated Balance Sheets			6
Unaudited Condensed Consolidated Statements of Operations			7
Unaudited Condensed Consolidated Statements of Comprehensive Loss			8
Unaudited Condensed Consolidated Statements of Equity			9
Unaudited Condensed Consolidated Statements of Cash Flows			11
Notes to Unaudited Condensed Consolidated Financial Statements			13

Table of Contents

IDEANOMICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD in thousands)


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	256,930	$	165,764	Cash and cash equivalents	$	170,757	$	269,863
Accounts receivable, net	Accounts receivable, net	4,494		7,400		Accounts receivable, net	3,393		3,338
Contract assets						Contract assets	2,649		2,772
Amount due from related parties						Amount due from related parties	290		266
Available-for-sale securities	Available-for-sale securities	58,441		—		Available-for-sale securities	3,917		—
Notes receivable from related party						Notes receivable from related party	—		697
Notes receivable from third parties						Notes receivable from third parties	56,212		54,907
Inventory	Inventory	3,819		—		Inventory	21,855		6,159
Prepaid expenses	Prepaid expenses	23,384		2,629		Prepaid expenses	26,068		20,015
Amount due from related parties		554		240
Other current assets	Other current assets	1,617		3,726		Other current assets	4,703		4,490
Held for sale assets (Fintech Village)		7,068		—
Total current assets	Total current assets	356,307		179,759		Total current assets	289,844		362,507
Property and equipment, net	Property and equipment, net	1,627		330		Property and equipment, net	5,547		2,905
Fintech Village		—		7,250
Intangible assets, net	Intangible assets, net	74,246		29,705		Intangible assets, net	89,583		42,546
Goodwill	Goodwill	111,458		1,165		Goodwill	75,754		16,161
Operating lease right of use assets						Operating lease right of use assets	18,833		12,827
Long-term investments	Long-term investments	35,549		8,570		Long-term investments	23,073		35,588
Operating lease right of use assets		8,759		155
Other non-current assets	Other non-current assets	7,933		7,478		Other non-current assets	1,537		903
Total assets	Total assets	$	595,879	$	234,412	Total assets	$	504,171	$	473,437

LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY	LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY					LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	6,943	$	5,057	Accounts payable	$	16,181	$	6,674
Deferred revenue (including customer deposits of $3,527 and $31 as of September 30, 2021 and December 31, 2020, respectively)		4,464		1,129
Deferred revenue (including customer deposits of $5,623 and $3,163 as of March 31, 2022 and December 31, 2021, respectively)						Deferred revenue (including customer deposits of $5,623 and $3,163 as of March 31, 2022 and December 31, 2021, respectively)	8,370		5,392
Accrued salaries	Accrued salaries	5,487		1,750		Accrued salaries	6,473		8,957
Amount due to related parties	Amount due to related parties	1,112		882		Amount due to related parties	2,512		1,102
Other current liabilities	Other current liabilities	8,670		2,235		Other current liabilities	10,557		7,137
Current portion of operating lease liabilities	Current portion of operating lease liabilities	2,308		115		Current portion of operating lease liabilities	3,855		3,086
Current contingent consideration	Current contingent consideration	2,775		1,325		Current contingent consideration	722		648
Promissory note-short term	Promissory note-short term	417		568		Promissory note-short term	3,945		312
Convertible promissory note due to third-parties-short term						Convertible promissory note due to third-parties-short term	58,376		57,809

Asset retirement obligations		4,653		—
Redeemable non-controlling interest		7,832		—

Total current liabilities	Total current liabilities	44,661		13,061		Total current liabilities	110,991		91,117
Asset retirement obligations		—		4,653
Deferred tax liabilities		826		—
Promissory note-long term						Promissory note-long term	1,850		—
Operating lease liability-long term	Operating lease liability-long term	6,479		19		Operating lease liability-long term	14,646		9,647
Non-current contingent consideration	Non-current contingent consideration	2,337		7,635		Non-current contingent consideration	145		350
Deferred tax liabilities						Deferred tax liabilities	9,845		5,073
Other long-term liabilities	Other long-term liabilities	7,710		7,275		Other long-term liabilities	632		620

Total liabilities	Total liabilities	62,013		32,643		Total liabilities	138,109		106,807
Commitments and contingencies (Note 18)	Commitments and contingencies (Note 18)	0		0		Commitments and contingencies (Note 18)
Convertible redeemable preferred stock and Redeemable non-controlling interest:	Convertible redeemable preferred stock and Redeemable non-controlling interest:					Convertible redeemable preferred stock and Redeemable non-controlling interest:
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of September 30, 2021 and December 31, 2020		1,262		1,262
Redeemable non-controlling interest		—		7,485
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of March 31, 2022 and December 31, 2021						Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of March 31, 2022 and December 31, 2021	1,262		1,262

Equity:	Equity:					Equity:
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 481,901,523 shares and 344,861,295 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		483		345
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 497,747,525 shares and 497,272,525 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Common stock - $0.001 par value; 1,500,000,000 shares authorized, 497,747,525 shares and 497,272,525 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	498		497
Additional paid-in capital	Additional paid-in capital	938,006		531,866		Additional paid-in capital	970,838		968,066
Accumulated deficit	Accumulated deficit	(411,409)		(346,883)		Accumulated deficit	(634,270)		(605,758)
Accumulated other comprehensive income	Accumulated other comprehensive income	546		1,256		Accumulated other comprehensive income	1,147		222
Total Ideanomics, Inc. shareholders' equity	Total Ideanomics, Inc. shareholders' equity	527,626		186,584		Total Ideanomics, Inc. shareholders' equity	338,213		363,027
Non-controlling interest	Non-controlling interest	4,978		6,438		Non-controlling interest	26,587		2,341
Total equity	Total equity	532,604		193,022		Total equity	364,800		365,368
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity	Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity	$	595,879	$	234,412	Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity	$	504,171	$	473,437

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

IDEANOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD in thousands)


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020				March 31, 2022		March 31, 2021
Revenue from sales of products (including from a related party of $0, $2, $1 and $9 for the three and nine months ended September 30, 2021 and 2020, respectively)		$	9,977	$	10,140	$	21,934	$	14,728
Revenue from sales of products (including from a related party of $0 and $1 for the three months ended March 31, 2022 and 2021, respectively)										Revenue from sales of products (including from a related party of $0 and $1 for the three months ended March 31, 2022 and 2021, respectively)		$	14,877	$	4,515
Revenue from sales of services	Revenue from sales of services	17,070		480		65,898		962		Revenue from sales of services		10,460		25,210
Other revenue										Other revenue		54		214
Total revenue	Total revenue	27,047		10,620		87,832		15,690		Total revenue		25,391		29,939
Cost of revenue from sales of products (including from a related party of $9 ,$0, $20 and $2 for the three and nine months ended September 30, 2021 and 2020, respectively)		9,893		9,455		20,838		13,779
Cost of revenue from sales of products (including from a related party of $0 and $4 for the three months ended March 31, 2022 and 2021, respectively)										Cost of revenue from sales of products (including from a related party of $0 and $4 for the three months ended March 31, 2022 and 2021, respectively)		15,738		4,318
Cost of revenue from sales of services	Cost of revenue from sales of services	12,626		451		42,323		897		Cost of revenue from sales of services		9,583		14,748
Cost of other revenue										Cost of other revenue		50		160
Total cost of revenue	Total cost of revenue	22,519		9,906		63,161		14,676		Total cost of revenue		25,371		19,226
Gross profit	Gross profit	4,528		714		24,671		1,014		Gross profit		$	20	$	10,713

Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	28,876		7,636		53,650		20,188		Selling, general and administrative expenses		37,095		16,889
Research and development expense	Research and development expense	184		1,318		429		1,318		Research and development expense		1,014		10
Professional fees		9,387		3,968		21,994		8,096
Impairment losses		21,033		3,275		21,033		10,363

Asset impairments										Asset impairments		81		—
Change in fair value of contingent consideration, net	Change in fair value of contingent consideration, net	(5,099)		(4,179)		(7,006)		(2,900)		Change in fair value of contingent consideration, net		(131)		494
Litigation settlement	Litigation settlement	—		—		5,000		—		Litigation settlement		—		5,000
Depreciation and amortization	Depreciation and amortization	1,682		695		4,445		1,651		Depreciation and amortization		1,285		1,328
Total operating expenses	Total operating expenses	56,063		12,713		99,545		38,716		Total operating expenses		39,344		23,721

Loss from operations	Loss from operations	(51,535)		(11,999)		(74,874)		(37,702)		Loss from operations		(39,324)		(13,008)

Interest and other income (expense):	Interest and other income (expense):									Interest and other income (expense):
Interest income (expense), net		109		(2,014)		(871)		(14,061)
Interest income										Interest income		763		157
Interest expense										Interest expense		(579)		(574)

Loss on disposal of subsidiaries, net	Loss on disposal of subsidiaries, net	—		—		(1,446)		—		Loss on disposal of subsidiaries, net		(148)		(30)
Conversion expense		—		—		—		(2,266)
Gain on remeasurement of investment	Gain on remeasurement of investment	—		—		2,915		—		Gain on remeasurement of investment		10,965		—
Gain on extinguishment of debt		300		—		300		—
Other income, net		8		5,283		689		6,272
Other income (expense), net										Other income (expense), net		191		(338)
Loss before income taxes and non-controlling interest	Loss before income taxes and non-controlling interest	(51,118)		(8,730)		(73,287)		(47,757)		Loss before income taxes and non-controlling interest		(28,132)		(13,793)

Income tax benefit	Income tax benefit	842		—		9,667		—		Income tax benefit		378		7,345

Equity in gain (loss) of equity method investees		(819)		7		(1,517)		(8)
Equity in loss of equity method investees										Equity in loss of equity method investees		(1,338)		(154)

Net loss	Net loss	(51,095)		(8,723)		(65,137)		(47,765)		Net loss		(29,092)		(6,602)

Deemed dividend related to warrant repricing		—		—		—		(184)

Net loss attributable to common shareholders	Net loss attributable to common shareholders	(51,095)		(8,723)		(65,137)		(47,949)		Net loss attributable to common shareholders		(29,092)		(6,602)

Net loss attributable to non-controlling interest	Net loss attributable to non-controlling interest	244		437		611		737		Net loss attributable to non-controlling interest		580		120

Net loss attributable to Ideanomics, Inc. common shareholders	Net loss attributable to Ideanomics, Inc. common shareholders	$	(50,851)	$	(8,286)	$	(64,526)	$	(47,212)	Net loss attributable to Ideanomics, Inc. common shareholders		$	(28,512)	$	(6,482)

Earnings (loss) per share	Earnings (loss) per share									Earnings (loss) per share
Basic	Basic	$	(0.11)	$	(0.03)	$	(0.15)	$	(0.25)	Basic		$	(0.06)	$	(0.02)
Diluted	Diluted	$	(0.11)	$	(0.03)	$	(0.15)	$	(0.25)	Diluted		$	(0.06)	$	(0.02)

Weighted average shares outstanding:	Weighted average shares outstanding:									Weighted average shares outstanding:
Basic	Basic	473,829,962		237,535,999		432,989,602		191,976,856		Basic		497,359,747		391,125,134
Diluted	Diluted	473,829,962		237,535,999		432,989,602		191,976,856		Diluted		497,359,747		391,125,134

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IDEANOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD in thousands)


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020				March 31, 2022		March 31, 2021
Net loss	Net loss	$	(51,095)	$	(8,723)	$	(65,137)	$	(47,765)	Net loss		$	(29,092)	$	(6,602)
Other comprehensive income (loss), net of nil tax:
Changes in fair value of available-for-sale securities		4		—		(16)		—
Other comprehensive loss, net of nil tax:										Other comprehensive loss, net of nil tax:

Foreign currency translation adjustments	Foreign currency translation adjustments	(295)		1,356		(1,196)		1,639		Foreign currency translation adjustments		1,209		(693)
Comprehensive loss	Comprehensive loss	(51,386)		(7,367)		(66,349)		(46,126)		Comprehensive loss		(27,883)		(7,295)
Deemed dividend related to warrant repricing		—		—		—		(184)
Comprehensive loss (gain) attributable to non-controlling interest		350		122		1,113		(51)

Comprehensive loss attributable to non-controlling interest										Comprehensive loss attributable to non-controlling interest		296		433
Comprehensive loss attributable to Ideanomics, Inc. common shareholders	Comprehensive loss attributable to Ideanomics, Inc. common shareholders	$	(51,036)	$	(7,245)	$	(65,236)	$	(46,361)	Comprehensive loss attributable to Ideanomics, Inc. common shareholders		$	(27,587)	$	(6,862)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IDEANOMICS, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (USD in thousands)


		Nine Months Ended September 30, 2020																Three Months Ended March 31, 2021
		Common Stock	Par Value		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Ideanomics Shareholders’ equity		Non- controlling Interest*		Total Equity			Common Stock	Par Value		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Ideanomics Shareholders’ equity		Non- controlling Interest*		Total Equity
Balance, January 1, 2020		149,692,953	$	150	$	282,554	$	(248,481)	$	(664)	$	33,559	$	25,178	$	58,737
Balance, January 1, 2021																	Balance, January 1, 2021	344,861,295	$	345	$	531,866	$	(349,747)	$	1,231	$	183,695	$	3,739	$	187,434
Share-based compensation	Share-based compensation	—	—		2,202		—		—		2,202		—		2,202		Share-based compensation	—	—		2,040		—		—		2,040		—		2,040
Common stock issuance for professional fee		429,000	—		240		—		—		240		—		240
Common stock issuance for convertible note		1,454,424	1		613		—		—		614		—		614
Common stock issuance for acquisition		10,883,668	11		6,737		—		—		6,748		—		6,748
Common stock issuance for warrant exercise		1,000,000	1		999		—		—		1,000		—		1,000
Measurement period adjustment		—	—		—		—		—		—		(11,454)		(11,454)
Non-controlling shareholder contribution		—	—		—		—		—		—		100		100
Net income (loss)		—	—		—		(12,348)		—		(12,348)		(378)		(12,726)
Foreign currency translation adjustments, net of nil tax		—	—		—		—		(16)		(16)		23		7
Balance, March 31, 2020		163,460,045	163		293,345		(260,829)		(680)		31,999		13,469		45,468
Share-based compensation		—	—		3,394		—		—		3,394		—		3,394
Common stock issuance for acquisition		459,180	—		293		—		—		293		—		293
Common stock issuance for convertible note		26,231,634	26		19,983		—		—		20,009		—		20,009
Common stock issued to settle debt		4,577,876	5		2,309		—		—		2,314		—		2,314
Common stock issued under employee stock incentive plan		293,857	—		—		—		—		—		—		—
Common stock issuance for professional fee		515,942	1		308		—		—		309		—		309
Common stock issuance for warrant exercise		6,995,906	7		5,621		—		—		5,628		—		5,628
Common stock issuance		34,473,719	35		32,467		—		—		32,502		—		32,502
Measurement period adjustment		—	—		—		—		—		—		(131)		(131)
Net income (loss)**		—	—		—		(26,578)		—		(26,578)		(133)		(26,711)
Foreign currency translation adjustments, net of nil tax		—	—		—		—		172		172		104		276
Balance, June 30, 2020		237,008,159	237		357,720		(287,407)		(508)		70,042		13,309		83,351
Share-based compensation		—	—		3,252		—		—		3,252		—		3,252
Contingent shares																	Contingent shares	—	—		7,658		—		—		7,658		—		7,658
Common stock issuance for acquisition	Common stock issuance for acquisition	1,613,207	2		1,031		—		—		1,033		—		1,033		Common stock issuance for acquisition	10,181,299	10		32,366		—		—		32,376		—		32,376
Common stock issuance for professional fee	Common stock issuance for professional fee	250,000	—		343		—		—		343		—		343		Common stock issuance for professional fee	440,909	—		1,162		—		—		1,162		—		1,162
Net income (loss)*		—	—		—		(8,286)		—		(8,286)		(547)		(8,833)
Common stock issued under employee stock incentive plan																	Common stock issued under employee stock incentive plan	475,000	—		251		—		—		251		—		251
Common stock issuance																	Common stock issuance	17,615,534	18		53,389		—		—		53,407		—		53,407
Common stock issuance for convertible note																	Common stock issuance for convertible note	45,895,763	46		140,080		—		—		140,126		—		140,126
Net loss																	Net loss	—	—		—		(6,482)		—		(6,482)		(235)		(6,717)
Foreign currency translation adjustments, net of nil tax	Foreign currency translation adjustments, net of nil tax	—	—		—		—		798		798		558		1,356		Foreign currency translation adjustments, net of nil tax	—	—		—		—		(380)		(380)		(313)		(693)
Balance, September 30, 2020		238,871,366	$	239	$	362,346	$	(295,693)	$	290	$	67,182	$	13,320	$	80,502
Balance, March 31, 2021																	Balance, March 31, 2021	419,469,800	$	419	$	768,812	$	(356,229)	$	851	$	413,853	$	3,191	$	417,044

__________________________

* Excludes accretion of dividend for redeemable non-controlling interest.

** Excludes deemed dividend related to warrant repricing

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IDEANOMICS, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (USD in thousands) Continued
Nine months ended September 30, 2021
Common
Stock Par
Value Additional
Paid-in
Capital Accumulated Deficit Accumulated
Other
Comprehensive
Loss Ideanomics
Shareholders’
equity Non-
controlling
Interest* Total
Equity
Balance, January 1, 2021 344,861,295 $ 345 $ 531,866 $ (346,883) $ 1,256 $ 186,584 $ 6,438 $ 193,022
Share-based compensation — — 2,040 — — 2,040 — 2,040
Common stock issuance for acquisition 10,181,299 10 32,367 — — 32,377 — 32,377
Common stock issuance for professional fee 440,909 — 1,162 — — 1,162 — 1,162
Common stock issued under employee stock incentive plan 475,000 — 251 — — 251 — 251
Common stock issuance for at the market offering 17,615,534 18 53,389 — — 53,407 — 53,407
Common stock issuance for convertible note 45,895,763 46 140,080 — — 140,126 — 140,126
Net income (loss)* — — — (6,412) — (6,412) (280) (6,692)
Foreign currency translation adjustments, net of nil tax — — — — (472) (472) (388) (860)
Balance, March 31, 2021 419,469,800 419 761,155 (353,295) 784 409,063 5,770 414,833
Share-based compensation — — 2,007 — — 2,007 — 2,007
Common stock issuance for at the market offering 25,301,190 25 74,322 — — 74,347 — 74,347
Common stock issued under employee stock incentive plan 4,590,000 5 7,735 — — 7,740 — 7,740
Common stock issuance for acquisition 6,733,497 7 21,120 — — 21,127 — 21,127
Common stock issued pursuant to SEDA 10,000,000 10 27,290 — — 27,300 — 27,300
Common stock issuance for professional fee 260,000 — 656 — — 656 — 656
Changes in available-for-sale securities fair value — — — — (20) (20) — (20)
Net income (loss)* — — — (7,263) — (7,263) (319) (7,582)
Foreign currency translation adjustments, net of nil tax — — — — (34) (34) (7) (41)
Balance, June 30, 2021 466,354,487 466 894,285 (360,558) 730 534,923 5,444 540,367
Share-based compensation — — 15,187 — — 15,187 — 15,187
Common stock issuance for at the market offering 7,495,997 7 17,737 — — 17,744 — 17,744
Common stock issued under employee Stock Incentive Plan 4,051,021 6 293 — — 299 — 299
Common stock issuance for Controlled Equity Offering Sales 1,988,401 2 4,201 — — 4,203 — 4,203
Changes in available-for-sale securities fair value — — — — 4 4 — 4
Common stock issuance for acquisition 2,011,617 2 6,303 — — 6,305 — 6,305
Net income (loss)* — — — (50,851) — (50,851) (359) (51,210)
Foreign currency translation adjustments, net of nil tax — — — — (188) (188) (107) (295)
Balance, September 30, 2021 481,901,523 $ 483 $ 938,006 $ (411,409) $ 546 $ 527,626 $ 4,978 $ 532,604


	Three months ended March 31, 2022
	Common Stock	Par Value		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Ideanomics Shareholders’ equity		Non- controlling Interest		Total Equity
Balance, January 1, 2022	497,272,525	$	497	$	968,066	$	(605,758)	$	222	$	363,027	$	2,341	$	365,368
Share-based compensation	—	—		2,355		—		—		2,355		—		2,355

Common stock issuance for professional fee	350,000	1		434		—		—		435		—		435
Tax withholding paid for net share settlement of equity awards	—	—		(83)		—		—		(83)		—		(83)
Common stock issued under employee stock incentive plan	125,000	—		66		—		—		66		—		66


Deconsolidation of subsidiary	—	—		—		—		—		—		(236)		(236)
Acquisition of Energica	—	—		—		—		—		—		24,778		24,778
Net loss	—	—		—		(28,512)		—		(28,512)		(580)		(29,092)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		925		925		284		1,209
Balance, March 31, 2022	497,747,525	$	498	$	970,838	$	(634,270)	$	1,147	$	338,213	$	26,587	$	364,800

________________________

* Excludes accretion of dividend for redeemable non-controlling interest.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IDEANOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD in thousands)


		Nine Months Ended					Three Months Ended
		September 30, 2021		September 30, 2020			March 31, 2022		March 31, 2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(65,137)	$	(47,765)	Net loss	$	(29,092)	$	(6,602)
Adjustments to reconcile net loss to net cash used in operating activities	Adjustments to reconcile net loss to net cash used in operating activities					Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense	Share-based compensation expense	19,234		8,848		Share-based compensation expense	2,355		2,040
Depreciation and amortization	Depreciation and amortization	4,445		1,651		Depreciation and amortization	1,285		1,328
Non-cash lease expense						Non-cash lease expense	878		—
Non-cash interest expense (income)	Non-cash interest expense (income)	(616)		14,143		Non-cash interest expense (income)	(718)		417
Allowance for doubtful accounts		(141)		585

Income tax benefit	Income tax benefit	(10,160)		—		Income tax benefit	(378)		(7,620)
Conversion expense		—		2,266
Loss on disposal of subsidiaries, net		1,446		—

Disposal of cost method investment						Disposal of cost method investment	—		212
Equity in losses of equity method investees	Equity in losses of equity method investees	1,517		8		Equity in losses of equity method investees	1,338		154
Other income (forgiveness of liabilities)	Other income (forgiveness of liabilities)	(777)		—		Other income (forgiveness of liabilities)	43		—
Loss on disposal of subsidiaries						Loss on disposal of subsidiaries	180		—
Issuance of common stock for professional fees	Issuance of common stock for professional fees	1,819		—		Issuance of common stock for professional fees	749		—
Gain on extinguishment of debt	Gain on extinguishment of debt	(300)		—		Gain on extinguishment of debt	—		1,162
Gain on remeasurement of investment		(2,915)		—
Impairment losses		21,033		4,143
Impairment of operating lease assets		—		6,220
Settlement of ROU operating lease liabilities		—		(5,706)

Change in fair value of contingent consideration	Change in fair value of contingent consideration	(7,006)		(2,900)		Change in fair value of contingent consideration	(131)		494
Impairment of other assets						Impairment of other assets	81		—
Gain on remeasurement of equity method investment						Gain on remeasurement of equity method investment	(10,965)		—
Change in assets and liabilities (net of amounts acquired):	Change in assets and liabilities (net of amounts acquired):					Change in assets and liabilities (net of amounts acquired):
Accounts receivable	Accounts receivable	5,042		(2,496)		Accounts receivable	1,183		2,144
Inventory	Inventory	(410)		—		Inventory	(6,428)		(252)
Prepaid expenses and other assets	Prepaid expenses and other assets	(16,358)		(689)		Prepaid expenses and other assets	(3,967)		1,579
Accounts payable	Accounts payable	(1,572)		1,358		Accounts payable	6,624		2,438
Deferred revenue	Deferred revenue	1,260		701		Deferred revenue	1,933		(613)
Amount due to related parties	Amount due to related parties	387		1,542		Amount due to related parties	101		348
Accrued expenses, salary and other current liabilities	Accrued expenses, salary and other current liabilities	6,971		(3,827)		Accrued expenses, salary and other current liabilities	(6,991)		5,342
Net cash used in operating activities		(42,238)		(21,918)
Net cash( used in) provided by operating activities						Net cash( used in) provided by operating activities	(41,920)		2,571

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisition of property and equipment	Acquisition of property and equipment	(1,352)		(45)		Acquisition of property and equipment	(1,132)		(157)
Acquisition of intangible asset	Acquisition of intangible asset	(263)		—		Acquisition of intangible asset	(85)		—
Proceeds from note receivable repayment		464		1,469

Disposal of subsidiaries, net of cash disposed	Disposal of subsidiaries, net of cash disposed	(44)		—		Disposal of subsidiaries, net of cash disposed	(417)		—
Acquisition of subsidiaries, net of cash acquired	Acquisition of subsidiaries, net of cash acquired	(100,579)		—		Acquisition of subsidiaries, net of cash acquired	(54,889)		(55,265)
Long term investment	Long term investment	(31,785)		—		Long term investment	(120)		(15,707)
Notes receivable	Notes receivable	—		(1,910)		Notes receivable	(514)		(15,000)
Investment in debt securities		(58,228)		—

Net cash used in investing activities	Net cash used in investing activities	(191,787)		(486)		Net cash used in investing activities	(57,157)		(86,129)

Cash flows from financing activities	Cash flows from financing activities					Cash flows from financing activities
Proceeds from issuance of convertible notes	Proceeds from issuance of convertible notes	220,000		2,000		Proceeds from issuance of convertible notes	—		220,000
Proceeds from exercise of options and warrants and issuance of common stock	Proceeds from exercise of options and warrants and issuance of common stock	185,291		39,128		Proceeds from exercise of options and warrants and issuance of common stock	—		53,659
Proceeds from noncontrolling interest shareholder		—		7,148
Borrowings from Small Business Association Paycheck Protection Program		—		460
Repayment of amounts due to related parties		—		(2,999)
Repayment of convertible note		(80,000)		—
Net cash provided by financing activities		325,291		45,737

Repayments from/to third parties						Repayments from/to third parties	(147)		—

Tax withholding paid for net share settlement of equity awards						Tax withholding paid for net share settlement of equity awards	(83)		—

Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(230)		273,659
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(100)		1,639		Effect of exchange rate changes on cash	201		(9)
Net increase in cash and cash equivalents		91,166		24,972
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	(99,106)		190,092

Cash and cash equivalents at the beginning of the period						Cash and cash equivalents at the beginning of the period	269,863		165,764

Cash and cash equivalents at the end of the period						Cash and cash equivalents at the end of the period	$	170,757	$	355,856

Supplemental disclosure of cash flow information:						Supplemental disclosure of cash flow information:
Cash paid for income tax						Cash paid for income tax	$	—	$	—

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Cash and cash equivalents at the beginning of the period 165,764 2,633
Cash and cash equivalents at the end of the period $ 256,930 $ 27,605
Supplemental disclosure of cash flow information:
Cash paid for income tax $ 928 $ —
Cash paid for interest $ 1,516 $ 311
Issuance of shares for acquisition of DBOT $ — $ 8,074
Tree Technologies measurement period adjustment $ — $ 12,848
Issuance of shares for acquisition $ 59,808 $ —
Issuance of shares for convertible notes conversion $ 140,126 $ 20,069
Issuance of shares for WAVE contingent liabilities $ 6,305 $ —


Cash paid for interest	$	—	$	—



Issuance of shares for acquisition	$	—	$	32,377
Issuance of shares for convertible notes conversion	$	—	$	140,126

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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IDEANOMICS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries and variable interest entities (“VIEs.”) Unless the context otherwise requires, the use of the terms “we,” “us,” “our” and the “Company” in these notes to condensed consolidated financial statements refers to Ideanomics, Inc., its consolidated subsidiaries and VIEs.subsidiaries.

The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. ~~Through September 30, 2021, the~~The Company operates in 1one segment with 2two business ~~units,~~units: Ideanomics Mobility and Ideanomics Capital. For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company completed ~~4 acquisitions.~~one acquisition. We are in the in the process of filing the necessary disclosures in anticipation of obtaining the required shareholder approval to acquire 100% of ~~VIA Motors International, Inc., ("VIA Motors.")~~VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million and an earnout payment of up to $180.0 million. On September 15, 2021the Company announced it has entered into an agreement to launch a voluntary conditional tender offer in concert with the Founders of Energica for shares of Energica Motor Company S.p.A. (Energica), pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica Founders shall continue to own 29% of Energica. The Company anticipates that its internal management structure and the information reviewed by the chief operating decision maker will change such that it may have multiple reportable segments in the future. ~~These will be~~Anticipated segments are, Ideanomics Mobility, which will encompass the entities with businesses centered in the ~~electric vehicle (“EV”)~~EV market, ~~and~~ Ideanomics Capital, ~~which~~ will encompass ~~business~~businesses centered in the finance/real estate ~~marke~~t,market, Other which will encompass businesses that do not operate in the sectors covered by Ideanomics Mobility and Ideanomics Capital and a corporate entity which will encompass costs associated with head office operations, with the combination/consolidation of all segments and the corporate entity comprising the consolidated operations of the Company. The chief operating decision maker will review financial results at the segment ~~level, and~~level; the Company has appointed ~~one segment manager~~business unit managers for Ideanomics Mobility and Ideanomics Capital and is in the process of ~~identifying and appointing an additional segment manager~~ and revising its internal reporting, budgeting and forecasting process so as to be aligned with the anticipated corporate structure.

Ideanomics Mobility will drive EV adoption by assembling a synergistic ecosystem of subsidiaries and investments across the 3three key pillars of EV: Vehicles, Charging, and Energy. These 3three pillars provide the foundation for Ideanomics Mobility’s planned offering of unique business solutions such as ~~Charging as a Service (“CaaS”)~~CaaS and ~~Vehicle as a Service (“~~VaaS.”)

Ideanomics Capital will be the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry.

Recent Developments

Energica Tender Offer

On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own 29.0% of Energica.

On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022.

Basis of Presentation

In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in ~~the United States of America (“~~U.S. ~~GAAP”)~~GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the ~~Securities and Exchange Commission (“SEC”) on March 31, 2021 (“2020 Form 10-K.”)~~SEC.

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Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

On an ongoing basis, ~~management~~the Company evaluates ~~the Company’s~~its estimates, including those related to the bad debt allowance, ~~variable consideration,~~collectability of notes receivable, sales returns, fair values of financial instruments, equity investments, stock-based compensation, intangible assets and goodwill, useful lives of intangible assets and

~~Table of Contents~~

property and equipment, asset retirement obligations, income taxes, and ~~contingent consideration and other~~ contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying ~~values~~amounts of assets and liabilities.

Significant Accounting Policies

For a detailed discussion of Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in the Company’s ~~2020~~2021 Form 10-K. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company acquired 4 ~~businesses, Timios Holdings Corp. (“Timios,”) Wireless Advanced Vehicle Electrification, LLC. (“WAVE,”) US Hybrid ("U S Hybrid,") and Solectrac, Inc. ("Solectrac,")~~one business, Energica, which resulted in the adoption of the following accounting policies with respect to ~~those businesses.~~

~~Timios~~

~~Title Revenue~~

Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to Timios and not before the effective date of the policy. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states’ respective Department of Insurance.

~~Closing Revenue~~

A closing or escrow is a transaction pursuant to an agreement of a buyer, seller, borrower, or lender wherein an impartial third-party, such as Timios, acts in a fiduciary capacity on behalf of the parties in accordance with the terms of such agreement in order to accomplish the directions stated therein. Services provided include, among others, acting as escrow or other fiduciary agent, obtaining releases, and conducting the actual closing or settlement. Closing and escrow fees are recognized upon closing of the escrow, which is generally at the same time of the closing of the related real estate transaction.

~~Appraisal Revenue~~

Revenue from appraisal services are primarily related to establishing the ownership, legal status and valuation of the property in a real estate transaction. In these cases, Timios does not issue a title insurance policy or perform duties of an escrow agent. Revenues from these services are recognized upon delivery of the service to the customer.

~~Title Plant~~

Title plant consists of costs incurred to construct the title plant and to obtain, organize and summarize historical information for Glenn County title searches. These costs were capitalized until such time as the plant was deemed operational to conduct title searches and issue title insurance policies. Management has determined that ~~the title plant has been properly maintained, has an indeterminable life, and in accordance with Accounting Standards Codification (“ASC”) Topic 950,~~ ~~Financial Services – Title Plant, has not been amortized. The costs to maintain the current status of the title plant are recorded as a current period expense.~~

~~Software Development Costs~~

~~Software developed or obtained for internal use in accordance with ASC 350-40,~~ ~~Internal-Use Software~~, is capitalized during the application development stage. In accordance with authoritative guidance, the Company begins to capitalize costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed, and the software will be used as intended. Once the project has been completed, these costs are amortized to expense on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. The Company classifies software development costs associated with the development of the Company’s products and services as intangible assets. For the nine months ended September 30, 2021, the Company capitalized software development costs of ~~$0.5 million~~.

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~~Escrow and Trust Deposits~~

In providing escrow services, Timios holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained by Timios to record escrow transactions. Escrow trust funds held for others are not Timios’s and, therefore, are excluded from the accompanying condensed consolidated balance sheet, however, Timios remains contingently liable for the disposition of these deposits. Escrow trust balances at September 30, 2021 were ~~$32.3 million~~. It is a common industry practice for financial institutions where escrow funds are deposited to either reimburse or to directly provide for certain costs related to the delivery of escrow services. Timios follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited.

~~WAVE, U S Hybrid, and Solectrac (collectively, the acquired EV entities)~~business.

Inventory

Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a ~~first-in, first-out (“FIFO”)~~FIFO basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value.

The composition of inventory is as follows (in thousands):


		September 30, 2021			March 31, 2022		December 31, 2021
Raw materials	Raw materials	$	750	Raw materials	$	11,162	$	245
Work in progress	Work in progress		459	Work in progress		7,304		90
Finished goods	Finished goods		2,610	Finished goods		3,389		5,824
Total	Total	$	3,819	Total	$	21,855	$	6,159

The majority of the inventory is held in US Hybrid, Solectrac and ~~Solectrac~~Energica entities and represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers, respectively.

Revenue

For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time.

For contracts recognized over time, the acquired EV entities have historically used the cost-to-total cost method to recognize the revenue over the life of the contract.

For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer.

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For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period.

The transaction price in the acquired EV entities' contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations.

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For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized.

Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract.

Product Warranties

The acquired EV entities' standard product warranty terms generally include post-sales support and repairs or replacement of a product atat no ~~additional~~additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of ~~September 30, 2021~~March 31, 2022 is ~~$0.6~~$0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE's acquisition.

Effects of COVID 19

~~Novel Coronavirus 2019 (“COVID-19”)~~COVID-19 is an infectious disease ~~cause~~caused by severe acute respiratory syndrome coronavirus. The disease was first identified in December 2019 in Wuhan, the capital of China’s Hubei province, and has since spread globally, resulting in the ongoing COVID-19 pandemic. ~~As of October 31, 2021, over~~ ~~246.7~~ ~~million cases had been reported across the globe, resulting in~~ ~~5.0 million deaths.~~

The spread of COVID-19 has caused significant disruption to society as a whole, including the workplace. The resulting impact to the global supply chain has disrupted most aspects of national and international commerce, with government-mandated social distancing measures imposing stay-at-home and work-from-home orders in almost every country. The effects of social distancing have shut down significant parts of the local, regional, national, and international economies, for limited or extended periods of time, with the exception of government designated essential services.

In many parts of the world, stay-at-home and work-from-home orders were relaxed during the summer of ~~2020~~2021 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of ~~2020~~2021 and continuing, the U.S. as well as countries in Europe, South America and Asia began to experience an increase in new COVID-19 cases, and in some cases local, state, and national governments began to reinstate restrictive measures to stem the spread of the virus. The U.S. and other countries also experienced an increase in new COVID-19 cases after the fall and winter holiday season, with new, more infectious variants of COVID-19 identified. Various vaccines have been developed, with vaccinations programs in effect worldwide, though reaching acceptable levels of immunization against COVID-19 remains challenging at the local, regional and global level.

The future effects of the virus are difficult to predict, due to uncertainty about the course of the virus, different variants that may evolve, and the supply of the vaccine on a local, regional, and global basis, as well as the ability to implement vaccination programs in a short time frame.

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production capacity in the longer-term. The Company's ~~Treeletrik~~Tree Technologies business, which focuses on the sale of motorbikes in the ASEAN region, is experiencing disruption in its operations as a result the continued lockdowns in the region, which have adversely impacted its ability to fulfill committed orders.

The Company continues to monitor the overall situation with COVID-19 and its effects on both local, regional and global economies.

Liquidity and Going Concern

The accompanying consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Pursuant to the requirements of the ASC 205, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued.

This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The Company has a pending acquisition of VIA, a U.S. manufacturer of electric commercial vehicles including Class 2 through Class 5 cargo vans, trucks, and buses. The Company is in the in the process of obtaining required shareholder approval to acquire 100% of VIA. The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million, more than $62.9 million of which has been paid to date (prior to closing) in cash as documented in the form of convertible notes, as well as an earnout payment of up to $180.0 million. In addition, the company has provided an incremental $11.7 million in bridge financing to VIA for the support of ongoing operations due to the delay in closing. This bridge loan will be forgiven at the time of closing. The remaining consideration for the acquisition of VIA is to be consummated with Ideanomics common stock, rather than cash. However, transaction fees are material and estimated to be $45.0 million, and it is anticipated that VIA will require operational and capital funding of $260.0 million in the next twelve months. The Company has filed a registration statement on Form S-4 regarding shareholder approval for the transaction. As of the date of these financial statements, the registration statement had not been declared effective, and the financial statements contained therein must be updated to December 31, 2021. An amended S-4 statement with the required updated financial statements is anticipated to be filed with the SEC in the fourth quarter of 2022. The terms of the agreement stated that either party may terminate the agreement under specified conditions as of August 31, 2022, however the Company has exercised its option to extend that date to September 30, 2022.

As of December 31, 2021, the Company had cash and cash equivalents of approximately $269.9 million, of which $11.8 million is held in China and is subject to local foreign exchange regulations in that country, $0.4 million is held at a consolidated entity which requires the minority interest’s permission to withdraw, and additionally two subsidiaries have required capital or liquidity requirements of $2.2 million. The Company also had accounts payable and accrued expenses of $15.6 million, other current liabilities of $7.1 million, current contingent consideration of $0.6 million, lease payments due within the next twelve months of $3.1 million, and payments of short-term and long-term debt due within the next twelve months of $58.1 million. Additionally, the Company has committed to invest in the MDI Fund a total of $25.0 million, of which $20.4 million remains and may be called at any time. The Company had a net loss of $256.7 million for the year ended December 31, 2021, and an accumulated deficit of $605.8 million.

The Company believes that its current level of cash and cash equivalents are not sufficient to fund continuing operations or the addition of the one planned acquisitions in various stages of completion. The Company will need to bring in new capital to support its growth and, as evidenced from its successful capital raising activities in 2020 and 2021, believes it has the ability to continue to do so. However, there can be no assurance that this will occur. As described in Note 13, on October 25, 2021 the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $75.0 million, and received aggregate gross proceeds of $75.0 million. The note is scheduled to mature on October 24, 2022 and bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note has a fixed conversion price

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of $1.88. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. Commencing April 1, 2022, the Company has the obligation to redeem $8.3 million per month, against the unpaid principal. This amount may be reduced by any conversions by YA II or optional redemptions made by the Company. As of December 31, 2021, after the conversion of principal in the amount of $17.5 million, $57.5 million remained outstanding.

~~Restatement~~The Company has various vehicles through which it could raise a limited amount of ~~Previously Reported Condensed Consolidated~~equity funding, however, these are subject to market conditions which are not within management’s control. As our Quarterly Report on Form 10-Q was not filed timely, we will not be Form S-3 eligible until August 9, 2023, which could make fund raising more difficult or more expensive. Management continues to seek to raise additional funds through the issuance of equity, mezzanine or debt securities. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the debt and equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our business and industry. These factors individually and collectively raise doubt about the Company’s ability to continue as a going concern.

As of June 30, 2022, the Company’s principal source of liquidity is its unrestricted cash balance in the amount of $85.5 million of which $12.2 million is held by the Company’s subsidiaries located in China and is subject to foreign exchange control regulations and $2.2 million is minimum regulatory capital required to be held by US operating companies – we do not consider cash balances held in China or required minimum regulatory capital to be part of the Company’s liquid cash balances. The Company has experienced greater net losses and negative cash flows from operating and investing activities in the third quarter consistent with its business plan for ongoing activities and planned acquisitions. As of the date of the filing of this Form 10-Q, securing additional financing is in progress, and as such management has limited the extent to which it is taking actions to delay, scale back, or abandon future expenditures. As such, management’s actions to preserve an adequate level of liquidity for a period extending twelve months from the date of the filing of this Form 10-Q are no longer sufficient on their own without additional financing, to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. We currently do not have adequate cash to meet our short or long-term needs. In the event additional capital is raised, it may have a dilutive effect on our existing stockholders.

The Company’s ability to raise capital is critical. On September 2, 2022, the Company entered into a SEPA with YA II PN. Pursuant to the SEPA, the Company will have the right, but not the obligation, to sell to Yorkville up to 60 million shares of Common Stock, at the Company’s request any time during the 36 months following the execution of the SEPA, unless earlier terminated due to satisfaction of the terms therein. Each sale the Company requests under the SEPA (an “Advance”) may be for a number of shares of Common Stock up to 5.0 million shares. The shares would be purchased at a purchase price equal to 95.0% of the market price (as defined in the SEPA). In addition, the issuance of shares under the SEPA would be subject to certain limitations, including that the aggregate number of shares of Common Stock issued pursuant to the SEPA cannot exceed 19.9% of the Company’s outstanding Common Stock as of the date September 2, 2022. The SEPA will become available when the Company has an effective S-1 registration statement, which is expected to occur during the fourth quarter of 2022.

Although management continues to these facilities and other opportunities to raise additional capital through a combination of debt financing, other non-dilutive financing and/or equity financing to supplement the Company’s capitalization and liquidity, management cannot conclude as of the date of this filing that its plans are probable of being successfully implemented.

The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

We believe substantial doubt exists about the Company’s ability to continue as a going concern for twelve months from the date of issuance of our financial statements.

Note 2. Immaterial Corrections of Prior Period Financial Statements

~~As previously disclosed on Form 8-K filed on November 16, 2021 and 8-K/A filed on November 22,~~In the fourth quarter of 2021, the Company ~~determi1ned~~became aware of immaterial errors related to amortization expense on certain intangible assets acquired in various acquisitions, the classification of gains and losses from equity method investments, and the accounting for non-controlling interest and income taxes related to the Company’s acquisition of 51% of the ownership interests of Tree Technologies, a Malaysian company engaged in the EV market in December 2019. An assessment concluded that the ~~Company’s previously issued~~errors were not material, individually or in the aggregate, to any prior period consolidated financial statements. As such, in accordance with ASC 250, “Accounting Changes and Error Corrections” and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the prior period consolidated financial statements have been revised in the applicable consolidated financial statements. The Company concluded a revision of prior period consolidated financial statements was appropriate the next time they were reported, since the correction of errors would have been material if recorded in the year ended December 31, 2021. Periods not

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presented herein will be revised, as applicable, in future filings. Although management has determined that the errors, individually and in the aggregate, were not material to prior periods, the condensed consolidated financial statements for the ~~periods~~three months ended March 31, 2021, ~~and June 30, 2021 should no longer be relied upon due~~included herein, have been revised to ~~errors in such~~correct for the impact of these items. Unless otherwise indicated, the condensed consolidated financial ~~statements related to revenue reported by Timios that provides title~~information as of and ~~agency services. The preparation of~~for the ~~Company’s condensed consolidated financial statements identified additional transactions and accounting practices not~~three months ended March 31, 2021 presented in ~~accordance with U.S. GAAP.~~this Quarterly Report on Form 10-Q reflects these revisions.

The following ~~errors were identified as part~~table reflects the impact of the ~~restatement:~~

A.~~The Company determined that it did not present Timios title and agency services revenue and~~immaterial corrections discussed above on the ~~related cost of revenue in accordance with US GAAP on the~~Company’s previously reported condensed consolidated statement of ~~operations, as premiums from title insurance policies written by independent agencies were presented on a gross basis and did not properly present revenue and cost of revenue net of commission costs.~~

B.~~The Company discovered that it did not properly account~~comprehensive loss for ~~its investment in Technology Metals Market Limited (“TM2”) in accordance with~~ the equity method of accounting. In addition, the Company determined that it incorrectly presented equity income (loss) on its equity method investments as a component of interest and other income (expense) on the condensed consolidated statements of operations rather than as a separate financial statement caption below income taxes.

C.~~The Company discovered certain errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its acquisitions.~~

E.~~The Company determined that it did not properly recognize income tax expense (benefit) for certain acquired entities subsequent to their respective acquisitions during the periods~~three months ended March 31, 2021 ~~and six June 30, 2021.~~(in thousands, except per share amounts):


	Previously Reported		Adjustment		As Revised
Cost of revenue – sales of products	$	4,354	$	161	$	4,515
Cost of revenue – sales of services	14,742		6		14,748
Total cost of revenue	19,096		130		19,226
Gross profit	10,842		(129)		10,713
Selling, general and administrative	17,019		(130)		16,889
Depreciation and amortization	1,128		200		1,328
Total operating expenses	23,651		70		23,721
Loss from operations	(12,809)		(199)		(13,008)
Loss on disposal of subsidiaries, net	(212)		182		(30)
Other income (expense), net	(156)		(182)		(338)
Loss before income taxes and non-controlling interest	(13,594)		(199)		(13,793)
Income tax benefit	7,256		89		7,345
Equity in loss of equity method investees	(237)		83		(154)
Net loss	(6,575)		(27)		(6,602)
Foreign currency translation adjustments	(860)		167		(693)
Comprehensive loss	(7,435)		140		(7,295)
Comprehensive loss attributable to non-controlling interest	552		(119)		433
Comprehensive loss attributable to Ideanomic, Inc. shareholders	$	(6,883)	$	21	$	(6,862)

The following table reflects the impact of the immaterial corrections discussed above on the Company’s previously reported condensed consolidated statement of cash flows for the three months ended March 31, 2021 (in thousands):


	Previously Reported		Adjustment		As Revised
Cash flows from operating activities:
Net loss	$	(6,575)	$	(27)	$	(6,602)
Equity in losses of equity method investees	237		(83)		154
Accounts receivable	2,600		(456)		2,144
Inventory	117		(369)		(252)
Prepaid expenses and other assets	1,653		(74)		1,579
Accrued expenses, salary and other current liabilities	$	4,534	$	808	$	5,342

Note 2.3. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2019, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update~~ASU No. 2019-12, ~~(“ASU 2019-12”) “Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes.” ASU 2019-12 will simplify~~which simplifies the accounting for income taxes by removing certain exceptions currently provided for in ASC 740 “~~Income Taxes” (“ASC 740,”)~~ and by amending certain other requirements of ASC 740. The changes resulting from ASU 2019-12 will be made on a retrospective or modified retrospective basis, depending on the specific exception or amendment. For public business entities, the amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted ASU 2019-12 effective January 1, 2021. The effect of the adoption of ASU 2019-12 was not material.

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In August 2020, the FASB issued ASU No. 2020-06, ~~(“ASU 2020-06”)~~ “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ~~ASU 2020-06 will simplify~~which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting, and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company adopted ASU 2020-06 effective January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect.

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~~Accounting Pronouncements Not Yet Adopted~~

~~In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) “Financial Instruments - Credit Losses” (“ASC 326:”) Measurement of Credit Losses on Financial Instruments~~” which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10 “~~Financial Instruments – Credit Losses (Topic 326,) Derivatives and Hedging (Topic 815,) and Leases (Topic 842)~~” (“ASC 2019-10,”) which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption.

In May 2021, the FASB issued ASU No. 2021-04, ~~(“ASU 2021-04”)~~ “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40)” which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The Company ~~will adopt~~adopted ASU 2021-04 on January 1, 2022. ~~Management is currently evaluating the effect of the adoption of ASU 2021-04 on the consolidated financial statements.~~The Company has no freestanding equity-classified written call options. The effect will largely depend on the terms of written call options or financings issued or modified in the future.

Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10, which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company on the date the ASU was issued. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of our investment portfolio and the economic conditions at the time of adoption.

In October 2021, the FASB issued ASU No. 2021-08, ~~("ASU No. 2021-08")~~ ~~"Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". ASU No. 2021-08~~which will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and the effects will be based upon the contract assets and liabilities acquired in the future.

~~Note 3. Fuzhou Note Receivable~~

In May 2020, Energy Sales provided a note receivable to Fuzhou Zhengtong Hongxin Investment Management Company Limited (“Zhengtong”) in the amount of 3.0 million RMB ($0.4 million). The note receivable was not collateralized. Zhengtong agreed to repay 3.3 million RMB ($0.5 million) within three months of the disbursement date. The Company had recorded a reserve of $0.5 million against this note receivable in the three months ended December 31, 2020, and subsequently commenced legal action in order to recover the amounts due. In September 2021, Zhengtong, Beijing Seven Stars Global Culture Development Inc.(“BSSGCD”), an affiliate of Bruno Wu, and the Company reached an assignment agreement ~~pursuant to which~~ BSSGCD accepted from Zhengtong all the rights and claims arising from this note receivable. The Company received the payment in full of 3.3 million RMB ($0.5 million) from BSSGCD subsequently and recorded this recovery in Selling, general and administrative expenses.

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Note 4. Revenue

The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations,) and timing of revenue recognition (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020				March 31, 2022		March 31, 2021
Geographic Markets	Geographic Markets									Geographic Markets
Malaysia	Malaysia	$	18	$	33	$	65	$	42	Malaysia		$	17	$	7
USA	USA	17,984		480		69,873		908		USA		11,760		26,876
PRC	PRC	9,045		10,107		17,894		14,740		PRC		13,235		3,056
Italy										Italy		$	379	$	—
Total	Total	$	27,047	$	10,620	$	87,832	$	15,690	Total		$	25,391	$	29,939

Product or Service	Product or Service									Product or Service
Electric vehicles		$	9,236	$	8,872	$	18,322	$	9,622
Charging, batteries and powertrains		2,292		—		6,850		—
Electric vehicles products										Electric vehicles products		$	14,623	$	3,030
Electric vehicles services										Electric vehicles services		83		32
Charging, batteries and powertrain products										Charging, batteries and powertrain products		254		1,485
Charging, batteries and powertrain services										Charging, batteries and powertrain services		452		140
Title and escrow services	Title and escrow services	15,519		—		62,429		—		Title and escrow services		9,925		24,841
Combustion engine vehicles		—		1,268		—		5,160

Digital advertising services and other	Digital advertising services and other	—		480		231		908		Digital advertising services and other		—		197

Other revenue										Other revenue		54		214
Total	Total	$	27,047	$	10,620	$	87,832	$	15,690	Total		$	25,391	$	29,939

Timing of Revenue Recognition	Timing of Revenue Recognition									Timing of Revenue Recognition
Products and services transferred at a point in time	Products and services transferred at a point in time	$	25,526	$	10,620	$	84,546	$	15,690	Products and services transferred at a point in time		$	24,856	$	29,554
Services provided over time	Services provided over time	1,521		—		3,286		—		Services provided over time		535		385
Total	Total	$	27,047	$	10,620	$	87,832	$	15,690	Total		$	25,391	$	29,939

In the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the Company recognized revenue of ~~$0.6~~$2.1 million ~~and $0.6~~ and $0.1 million recorded in deferred revenue as of the beginning of the ~~period.~~periods, respectively.

In the three months ended March 31, 2022 and 2021, the Company recorded grant revenue of $50,000 and $0.2 million, respectively, in "Other revenue" in the condensed consolidated statements of operations.

1920

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Note 5. Available-for-Sale Securities

The Company accounts for its available-for-sale securities at their fair value, with changes in fair value, if any, recorded in other comprehensive income. The fair value of available-for-sale securities is determined utilizing Level 3 inputs, as further discussed below.

The following table provides certain information related to available-for-sale debt securities (in thousands):


		As of September 30, 2021											As of March 31, 2022
		Cost		Interest		Unrealized Gains		Unrealized Losses		Estimated Fair Value			Cost		Interest		Unrealized Gains		Unrealized Losses		Impairment		Estimated Fair Value
Available-for-sale securities:	Available-for-sale securities:											Available-for-sale securities:
SILK EV Note (a)	SILK EV Note (a)	$	15,000	$	607	$	4	$	(20)	$	15,591	SILK EV Note (a)	$	15,000	$	902	$	4	$	(20)	$	(15,886)	$	$	—
CyVolve Note (b)			200		1		—		—		201
Via Motor Note (c)			42,500		149		—		—		42,649
Equity and debt securities (b)												Equity and debt securities (b)		4,114		—		0		(197)		—		3,917
Total available-for-sale securities	Total available-for-sale securities	$	57,700	$	757	$	4	$	(20)	$	58,441	Total available-for-sale securities	$	19,114	$	902	$	4	$	(217)	$	(15,886)	$	3,917

(a)Silk EV Convertible Promissory Note

On January 28, 2021, the Company invested $15.0 million in Silk EV via a convertible promissory note. Silk is an Italian engineering and design services company that has recently partnered with FAW to form a new company ~~(“Silk-FAW”)~~Silk-FAW to produce fully electric, luxury vehicles for the Chinese and global auto markets.

The ~~terms~~principal amount of the convertible promissory note ~~are as follows:~~

•~~The principal amount~~ is $15.0 ~~million;~~

•~~The~~million, is unsecured, bears interest at an annual rate ~~is 6%;~~

•~~The~~of 6.0%, and the scheduled maturity date is January 28, ~~2022;~~2022.

•Upon a qualified equity financing, as defined, the outstanding principal and accrued interest ~~shall~~ convert into equity securities sold in the qualified equity financing at a conversion price equal to the cash price for the equity securities times ~~0.80;~~0.80.

•The convertible promissory note contains certain customary events of default ~~are as follows:~~and other rights and obligations of the parties.

◦SILK EV ~~fails to pay timely the~~did not remit payment of principal and ~~accrued~~ interest ~~due under this note;~~

◦~~SILK EV files any petition for relief under bankruptcy, reorganization, insolvency or similar other law; or~~

◦~~An involuntary petition is filed against SIK EV under bankruptcy or similar statute.~~

on the scheduled maturity date of January 28, 2022, and the Company has sent a notice of default. The Company ~~accounts for~~determined that the Silk EV note aswas fully impaired and recorded an ~~available-for-sale security at its fair value, with changes in fair value, if any,~~impairment loss of $15.8 million recorded in ~~other comprehensive income. The Company recorded~~"Asset impairment" in ~~other comprehensive income an increase~~the year ended December 31, 2021.

(b)Equity and debt Securities

As of March 31, 2022, the ~~note's~~ fair value of ~~$4,000 in the three months ended September 30, 2021. The Company recorded in other comprehensive income a reduction of the note's fair value of $16,275 in the nine months ended September 30, 2021.~~

~~(b)On July 30, 2021~~equity securities held by the Company ~~invested $0.1 million in CyVolve, Inc. (“CyVolve,”) via~~was $3.9 million. The securities are classified as a secured promissory note and on September 24, 2021, the Company invested another $0.1 million in CyVolve, via a secured promissory note. Cyvolve is a next-generation provider of data security, to ensure constant encryption and Artificial Intelligence-driven pervasive control of an organization’s data across platforms.

~~The terms of the secured promissory notes are as follows:~~

•~~The principal amount is $0.1 million each;~~

•~~The interest rate is 8%;~~

•~~The maturity dates are January 30, 2022;~~

•~~The events of default are as follows:~~

◦~~CyVolve fails to pay timely the principal and accrued interest due under this note;~~

◦~~CyVolve files any petition for relief under bankruptcy, reorganization, insolvency or similar other law; or~~

◦~~An involuntary petition is filed against CyVolve under bankruptcy or similar statute.~~

~~The Company accounts for the CyVolve notes as an available-for-sale security at its fair value, with changes in fair value, if any, recorded in other comprehensive income.~~

Level 1 financial instrument.

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Note 6 Notes Receivable from Third Parties

~~(c)~~

Notes receivable consists of the following (in thousands):


	As of March 31, 2022
	Cost		Interest		Unrealized Gains		Unrealized Losses		Impairment		Estimated Fair Value
VIA Note (a)	$	42,500	$	997	$	—	$	—	$	—	$	43,497
Inobat Note (b)		11,819		233		149		—		—		12,201
Timios Note (c)		514		—		—		—		—		514
Total notes receivable	$	54,833	$	1,230	$	149	$	—	$	—	$	56,212


	As of December 31, 2021
	Cost		Interest		Unrealized Gains		Unrealized Losses		Impairment		Estimated Fair Value
VIA Note (a)	$	42,500	$	578	$	—	$	—	$	—	$	43,078
Inobat Note (b)		11,819		10		—		—		—		11,829
Total notes receivable	$	54,319	$	588	$	—	$	—	$	—	$	54,907

(a)VIA Convertible Promissory Note

On August 30, 2021, the Company invested $42.5 million in VIA, ~~Motors, via~~in the form of a convertible promissory note. VIA ~~Motors~~ is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA ~~Motors~~ designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base.

The ~~terms~~principal amount of the convertible promissory note ~~are as follows:~~

•~~The principal amount~~ is $42.5 ~~million;~~

•~~The~~million, is unsecured, bears interest at an annual rate ~~is 4%;~~

•~~The~~of 4.0%, and the scheduled maturity date is the earlier of the closing date of the acquisition or one year after the agreement is terminated according to its terms.

~~August 30, 2022;~~

•The convertible promissory note contains certain customary events of default ~~are as follows:~~and other rights and obligations of the parties. The Company expects to convert this promissory note in conjunction with the closing of the acquisition of VIA.Management assessed the probability of closing the acquisition in determining the recoverability of the promissory note.

◦(b)~~VIA Motors fails to pay timely the principal and accrued interest due under this note;~~Inobat Convertible Promissory Note

◦~~VIA Motors files~~On December 24, 2021, the Company invested €10.0 million ($11.4 million) in Inobat via a convertible promissory note, that is due December 24, 2022. Inobat specializes in the research, development, manufacture, and provision of innovative electric batteries custom-designed to meet the specific requirements of global mainstream and specialist OEMs within the automotive, commercial vehicle, motorsport, and aerospace sectors. Inobat is a European based battery manufacturer, that has a battery research and development facility and pilot line under development in Slovakia.

The principal amount of the convertible promissory note is €10.0 million ($11.4 million) is unsecured, bears interest at an annual rate of 8.00%, and the scheduled maturity date is December 28, 2022.

The convertible promissory note contains certain customary events of default and other rights and obligations of the parties.

The fair value of the Inobat convertible promissory note was valued using a scenario-based approach utilizing Level 3 inputs. The significant unobservable inputs include the probability of a qualified financing and the implied yield rate. Significant increases or decreases in any ~~petition for relief under bankruptcy, reorganization, insolvency or similar other law; or~~

◦~~An involuntary petition is filed against VIA Motors under bankruptcy or similar statute.~~of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model:

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	March 31, 2022
Probability	50	%
Yield rate	17.5	%

(c)Timios Promissory Notes

During the first quarter of 2022, Timios purchased mortgage notes at a fair value of $0.5 million, the notes bear interest of 3.5% and 4.875%. The notes mature August 2043 and December 2049. Installments for the loans are approximately $3,000. There was no interest recorded for the three months ended March 2022.

Note 6.7. Acquisitions and Divestitures

The Company continually evaluates potential acquisitions that align with the Company’s strategy of accelerating the adoption of electric vehicles. The Company has completed a number of acquisitions that have been accounted for as purchases and have resulted in the recognition of goodwill in the Company’s Consolidated Financial Statements. This goodwill arises because the purchase prices for these businesses exceeds the fair value of acquired identifiable net assets due to the purchase prices reflecting a number of factors including the future earnings and cash flow potential of these businesses, the multiple to earnings, cash flow and other factors at which similar businesses have been purchased by other acquirers, the competitive nature of the processes by which the Company acquired the businesses and the complementary strategic fit and resulting synergies these businesses bring to existing operations.

For all acquisitions, the Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. In the months after closing, as the Company obtains additional information about the acquired assets and liabilities, including through tangible and intangible asset appraisals, and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price.

The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. Significant assumptions include the discount rates and certain assumptions that form the basis of the forecasted results of the acquired business including earnings before interest, taxes, depreciation and amortization, revenue, revenue growth rates, royalty rates and technology obsolescence rates. These assumptions are forward looking and could be affected by future economic and market conditions. The Company engages third-party valuation specialists who review the Company’s critical assumptions and calculations of the fair value of acquired intangible assets in connection with significant acquisitions.

Only facts and circumstances that existed as of the acquisition date are considered for subsequent adjustment. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The Company has included tables for the respective acquisitions by calendar year below. Where a purchase price allocation is considered final this has been disclosed respectively.

In addition to evaluating potential acquisitions, the Company may divest certain businesses from time to time based upon review of the Company’s portfolio considering, among other items, factors relative to the extent of strategic and technological alignment and optimization of capital deployment, in addition to considering if selling the businesses results in the greatest value creation for the Company and for shareholders.

~~The Company had not acquired any companies nor disposed~~ Details and the impacts of any subsidiaries in the year ended December 31, 2020, with the exception of the disposition of its remaining 10.0% interest in Amer Global Technology Limited (“Amer.”) In the three months ended September 30, 2020, the Company sold its remaining 10.0% interest in Amer to Fintalk Media Inc., a related party, for a nominal amount. As the Company had no basis in its remaining interest in Amer, the gain recognized on the sale was de minimis.dispositions are noted below.

~~2021~~2022 Acquisitions

The Company has completed the below ~~acquisitions~~acquisition in the ~~nine~~three months ended March 31, 2022. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations.

Acquisition Energica

On March 3, 2021, the Company entered into an investment agreement with Energica Motor Company S.p.A (Energica) to acquire 20.0% of Energica share capital. On September 15, 2021, the Company announced it had entered into an agreement to launch a voluntary conditional tender offer in concert with the founders of Energica for shares of Energica, pursuant to which

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Ideanomics planned to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica founders shall continue to own approximately 29.0% of Energica.

On February 9, 2022, the Company wired €52.5 million (approximately $60.3 million) to an escrow account in order to facilitate and fund the conditional tender offer. On March, 7, 2022 the Company announced that it had achieved the 90.0% threshold for the conditional tender offer. The transaction received final approval from Italian regulatory authorities and closed on March 14, 2022.

The preliminary purchase price was $58.1 million including $2.0 million in cash obtained through the acquisition. The purchase price was paid in cash and funded from available cash resources. The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the acquisition of Energica. These preliminary estimates of the fair value are subject to revisions, which may result in an adjustment to the preliminary values presented below.


(Dollars in thousands)
Cash paid at closing, including working capital estimates	$	58,140
Fair value of previously held interest	22,183
Fair value of non-controlling interest	24,778
Purchase price	$	105,101

Allocated to:
Current assets	$	19,708
Property and equipment, net	1,927
Intangible assets –Customer relationships	14,226
Intangible assets – Development technology	18,603
Intangible assets – Trademark and trade name	14,496
Goodwill	58,643
Other assets	2,775
Current liabilities	(16,894)
Other liabilities	(8,383)
Fair value of assets acquired, less liabilities assumed	$	105,101

The useful lives of the intangible assets acquired is as follows:


			Energica
Intangible assets – customer relationships			13.0
Intangible assets – development technology			8.0
Intangible assets – trademark and tradename			25.0
Weighted average			14.7

The estimated amortization expense related to these intangible assets for each of the years subsequent to March 31, 2022 is as follows (amounts in thousands):


2022 remaining	$	3,160
2023	3,972
2024	3,972
2025	3,972
2026	3,972
2027 and beyond	27,579
Total	$	46,627

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Amortization expense related to intangible assets created as a result of Energica acquisition for three months ended March 31, 2022 was $0.4 million.

The goodwill from the Energica acquisition represents future economic benefits that we expect to achieve as a result of the Energica acquisition, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequently if certain indicators of impairment are present.

Revenue of $0.4 million and net loss of $0.8 million for the three months ended June 30, 2022, respectively, have been included in the condensed consolidated financial statements. As the Company did not consolidate Energica prior to the acquisition date of March 14, 2022, there are no results to disclose, these have been included in the unaudited proforma information below.

2021 Acquisitions

The Company completed the below acquisitions in 2021. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. Management considers the valuations final for ~~Timios and WAVE. The open areas for Solectrac relate to~~ the finalization of net working capital adjustments with the sellers; and the open areas for US hybrid relate to the finalization of net working capital adjustments with the sellers and the impact of final income tax returns that may impact the deferred tax assets and liabilities, respectively.2021 Acquisitions.

The acquisitions below are collectively defined as the 2021 Acquisitions.

Timios ~~Holdings Corp.~~

On January 8, 2021 the Company ~~completed the acquisition~~purchased 100% of ~~privately held~~ Timios and its affiliates, a privately held company, pursuant to ~~the~~a stock purchase agreement ~~(the “Timios Agreement”) entered into on November 11, 2020. Pursuant to the Timios Agreement, the Company acquired 100% of the outstanding capital stock of Timios~~ for a purchase price of $40.0 million, net of cash acquired of $6.5 million. The ~~full~~ purchase price was paid in ~~cash. Pursuant~~cash and pursuant to the ~~Timios~~ Agreement, $5.1 million of the cash consideration was paid into escrow pending a one year indemnification review.

Timios ~~provides~~is a nationwide title and ~~escrow services~~settlement solutions provider, which has been expanding in recent years though offering innovative solutions for real estate ~~transactions.~~ transactions, including residential and commercial title insurance, closing and settlement services, as well as specialized offers for the mortgage industry. The Company expects Timios to become one of the cornerstones of the Company's fintech business unit.

Revenue of ~~$15.5~~$9.9 million and ~~$62.4~~$27.6 million and net loss of ~~$(16.4)~~$2.0 million and ~~$(10.6)~~net income of $3.4 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements.

~~On July 26, 2021,~~The final purchase price allocation for Timios ~~experienced a systems outage that was caused by a cybersecurity incident, which caused disruption~~is summarized in the table below.

Refer to ~~parts of Timios’ business, including its ability~~Note 10 for information related to ~~perform its mortgage title, closing and escrow services offerings. This resulted in~~ an ~~adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential~~ impairment ~~existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests~~charge recognized for ~~its Timios reporting unit.~~

~~Based on the results of this interim quantitative impairment test, the fair value of~~ the Timios reporting unit ~~was below~~during the ~~carrying value of its net assets. Refer to Note 9 for further information related to the impairment and the amounts recorded as of September 30,~~year ended December 31, 2021. The tables below that relate to Timios have not been adjusted to reflect any impairments and continue to represent the fair value of the assets acquired and liabilities assumed as of the acquisition date.

~~Wireless Advanced Vehicle Electrification, Inc.~~

WAVE

On January 15, 2021 the Company ~~completed the acquisition~~purchased 100% of WAVE, a privately held ~~WAVE~~company, pursuant to an agreement and plan of merger ~~(the “WAVE Agreement”) entered into on January 4, 2021. WAVE is~~for a ~~provider of wireless charging solutions for medium and heavy-duty electric vehicles.~~

~~Pursuant to the WAVE Agreement, the Company acquired 100% of the outstanding capital stock of WAVE for an aggregate~~ purchase price ~~of $55.0 million in a combination~~ of $15.0 million of cash plus a total of 12.6 million unregistered shares of the Company’s common stock, valued at $40.0 million at the date of closing. Pursuant to the Wave Agreement, $5.0 million of the cash consideration was paid into escrow pending a one year indemnification review. The WAVE Agreement provided that 3.6 million shares of the Company’s common stock be held back at closing, to be released upon the receipt of certain customer consents not obtained prior to closing.

WAVE is a technology company focused on creating practical and economical solutions for the worldwide transit and off-road EV markets and is a leading provider of wireless charging solutions for medium and heavy duty EVs. The Company expects WAVE to create immediate synergies with its existing EV initiatives as it brings wireless charging to the Company’s current product offerings.

2225

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~~consents not obtained prior to closing.~~ As of ~~September 30, 2021,~~March 31, 2022, 0.5 million of the Company’s common stock remains unissued pending receipt of a final consent. Since receipt of this consent is probable, the Company has included the total common shares to be issued as contingent consideration as of the acquisition date of ~~$7.7 million.~~$11.4 million as of the acquisition date. Pursuant to the original agreement, if any such consent is not obtained within six months following the closing date, the portion of the common stock allocated to such consent in the ~~WAVE Agreement~~agreement would not be issued to the sellers. The Company ~~intends to extend~~has extended the time frame for this contractual provision as the receipt of the consents is outside the control of the former WAVE shareholders.

In addition to the purchase price to be paid at closing, the WAVE Agreement contains 3three earnouts that could result in additional payments of up to $30.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics for 2021 and 2022 collectively. The Company considers this earnout to be contingent consideration that as of the acquisition date is unlikely to occur and has therefore attributed zero value for purposes of the preliminary purchase price allocation. No earnout was either recorded or earned for the periods ending December 31, 2021 and March 31, 2022. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs.

~~Ideanomics~~The Company has also agreed to a performance and retention plan for the benefit of certain WAVE’s employees which could result in up to $10.0 million paid to such employees if certain gross revenue targets and certain gross profit margins are achieved for calendar years 2021 and 2022. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. The Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are not probable of being met.

Revenue of ~~$1.0~~$0.5 million and ~~$5.2~~$1.8 million and net loss of ~~$(1.2)~~$3.3 million and ~~$(3.2)~~$0.6 million, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, respectively, have been included in the condensed consolidated financial statements.

The final purchase price allocation for WAVE is summarized in the table below.

Refer to Note 10 for information related to an impairment charge recognized for the WAVE reporting unit during the year ended December 31, 2021.

US Hybrid

On June 10, 2021, the Company ~~completed the acquisition~~purchased 100% of US Hybrid, a privately held ~~US Hybrid Corporation ("US Hybrid")~~company, pursuant to an agreement and plan of merger ~~(the “USH Agreement”) entered~~for a purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company's common stock, valued at $20.9 million at the date of closing. Pursuant to the agreement, $1.0 million of cash consideration was paid into ~~on May 12, 2021.~~ escrow pending a true up of net working capital within 90 days of the closing date. The agreement provided that the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any.

US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world.

~~Pursuant to the USH Agreement, the~~ The Company ~~acquired 100% of the outstanding capital stock of~~expects US Hybrid ~~Corporation for an aggregate purchase price of $50.0 million~~to become another cornerstone in ~~a combination of $30.0 million in cash~~the Company’s mission to reduce commercial fleet greenhouse gas emissions through advanced EV technologies and 6.6 million in unregistered shares of the Company's common stock, valued at $20.9 million at the date of closing. Pursuant to the USH Agreement, $1.0 million of cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. Additionally, the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any.

forward-thinking partnerships.

The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $16.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of ~~September 30, 2021~~March 31, 2022 the Company has ~~not~~ accrued ~~any~~$1.0 million of this retention plan as certain criteria for the ~~various criteria~~first performance period continue to be partially met. Criteria associated with the second and third performance periods are not probable of being ~~met.~~met and will be evaluated on a regular basis once those performance periods commence.

Revenue of ~~$1.3 million and $1.6~~$0.3 million and net loss of ~~$(0.7) million and $(1.0)~~$1.9 million, for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, respectively, have been included in the condensed consolidated financial statements. As the Company did not consolidate US Hybrid until the acquisition date of June 10, 2021 there is no comparative activity, this has been included in the Unaudited Proforma Information below.

The final purchase price allocation for US Hybrid is summarized in the table below.

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Refer to Note 10 for information related to an impairment charge recognized for the US Hybrid reporting unit during the year ended December 31, 2021.

Solectrac

On June 11, 2021, the Company ~~completed~~purchased the ~~acquisition~~remaining 78.6% of Solectrac, a privately held ~~Solectrac, Inc ("Solectrac")~~company, pursuant to an agreement and plan of merger ~~(the “Solectrac Agreement”) entered~~for a purchase price of $18.0 million. The Company had previously acquired 21.4% of Solectrac in 2020. The Company now owns 100% of Solectrac. The purchase price was paid in cash and pursuant to the agreement $2.0 million of cash consideration was paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. In conjunction with the acquisition of Solectrac, the Company remeasured the 21.4% previously accounted for as an equity method investment. The Company remeasured the previous equity investment by grossing up the value of the 21.4% equity ownership to reflect the proceeds paid to gain control of Solectrac. This remeasurement resulted in a gain of $2.9 million recorded in the year ended December 31, 2021, this was recorded in Gain on ~~June 11, 2021.~~ remeasurement of investment, in our consolidated statement of operations.

Solectrac ~~developed~~is a manufacturer and distributor of clean agricultural equipment of 100% battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. ~~Solectrac’s mission is~~The Company expects Solectrac to ~~offer farmers independence from the pollution, infrastructure, and price volatility associated~~create immediate synergies with ~~fossil fuels.~~

~~Pursuant~~its existing EV initiatives as it brings a rapidly growing agricultural sector to the Solectrac Agreement, the Company acquired the remaining 78.6% of the outstanding capital stock of Solectrac for an aggregate purchase price of $17.7 million in net cash. The Company had previously acquired 21.4% of Solectrac in 2020. The Company now owns 100% of Solectrac. Pursuant to the Solectrac Agreement, $2.0 million of cash consideration was paid

~~Table of Contents~~Company’s current product offerings.

into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. In conjunction with the acquisition of Solectrac, the Company remeasured the 21.4% previously accounted for as an equity method investment. This remeasurement resulted in a gain of $2.9 million recorded in the prior quarter condensed consolidated statement of operations.

In addition to the purchase price to be paid at closing, the Solectrac Agreement contains 3three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed ~~$1.6~~$2.4 million as additional consideration for purposes of the preliminary purchase price allocation. Of the $2.4 million, $1.6 million was included in the purchase price allocation and $0.8 million has been recorded as an expense for the year ended December 31, 2021 in the consolidated statement of operations, other income (expense) caption. The Company will continue to monitor the fair value of this contingent consideration with any changes being recorded in the consolidated statement of operations if and when a change occurs.

The Company has also agreed to a performance and retention plan for the benefit of certain Solectrac employees which could result in up to $3.0 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of ~~September 30, 2021~~March 31, 2022 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring.

Revenue of ~~$0.2 million and $0.4~~$1.1 million and net loss of ~~$(0.7) million and $(0.7)~~$2.8 million, for the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, respectively, have been included in the condensed consolidated financial statements. As Solectrac was not consolidated until the acquisition date of June 11, 2021 there is no comparative activity, this has been included in the Unaudited Proforma Information below.

The final purchase price allocation for Solectrac is summarized in the table below.

Refer to Note 10 for information related to an impairment charge recognized for the Solectrac reporting unit during the year ended December 31, 2021.

Acquisition Method Accounting Estimates

~~The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates~~

Table of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment.Contents

The table below reflects the Company’s ~~provisional estimates~~final purchase price allocations of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands):


	Solectrac		US Hybrid		Timios		WAVE
Purchase Price
Cash paid at closing, including working capital estimates	$	18,025	$	30,139	$	46,576	$	15,000
Fair value of previously held interest	5,287		—
Fair value of common stock	—		20,877		—		28,616
Fair value of contingent consideration	1,640		—		—		11,418
Total purchase consideration	$	24,952	$	51,016	$	46,576	$	55,034

Purchase Price Allocation
Assets acquired
Current assets	2,700		3,793		7,292		2,820
Property, plant and equipment	30		5		429		—
Other assets	45		52		48		—
Intangible assets – tradename	4,210		1,740		8,426		12,630
Intangible assets – lender relationships	—		—		16,600		—
Intangible assets - technology	2,350		5,110
Intangible assets – patents	—		—		—		13,000
Intangible assets - non-compete	—		520		—		—
Intangible assets – licenses	—		—		1,000		—
Indefinite lived title plant	—		—		500		—
Goodwill	17,714		42,218		21,824		35,689
Total assets acquired	27,049		53,438		56,119		64,139

Liabilities assumed:
Current liabilities	(509)		(1,602)		(4,306)		(4,578)
Deferred tax liability	(1,588)		(820)		(5,237)		(4,527)
Total liabilities assumed	(2,097)		(2,422)		(9,543)		(9,105)

Net assets acquired	$	24,952	$	51,016	$	46,576	$	55,034

Intangible Assets

During the year-ended December 31, 2021 the Company identified impairment indicators related to the 2021 Acquisitions resulting from changing market conditions and sustained supply chain issues that negatively impacted the subsidiaries' projections. The Company impaired all of the intangible assets for WAVE, US Hybrid and Solectrac. The intangibles assets related to Timios were partially impaired. Refer to Note 10 of the Form 10-K filed on September 2, 2022 for additional details of the impairment. The table below represents the useful lives for the remaining intangibles assets related to the 2021 Acquisitions:


						Timios
Intangible assets – tradename						15
Intangible assets – lender relationships						7
Intangible assets – licenses						15
Weighted average useful life						10

The estimated amortization expense adjusted for the impairment related to the remaining intangible assets for each of the years subsequent to March 31, 2022 is as follows (amounts in thousands):

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Solectrac US Hybrid Timios WAVE
Purchase Price
Cash paid at closing, including working capital estimates $ 17,745 $ 30,139 $ 46,576 $ 15,000
Fair value of previously held interest 5,287 —
Fair value of common stock — 20,877 — 32,377
Fair value of contingent consideration 1,639 — — 7,657
Total purchase consideration $ 24,671 $ 51,016 $ 46,576 $ 55,034
Purchase Price Allocation
Assets acquired
Current assets 3,011 4,547 7,292 2,130
Property, plant and equipment 30 5 429 —
Other assets 45 51 48 —
Intangible assets – tradename 4,570 1,740 7,780 12,630
Intangible assets – lender relationships — — 14,790 —
Intangible assets - technology 2,450 5,110
Intangible assets – patents — — — 13,000
Intangible assets - non-compete — 520 — —
Intangible assets – licenses — — 1,000 —
Indefinite lived title plant — — 500 —
Goodwill 16,787 41,446 24,252 34,142
Total assets acquired 26,893 53,419 56,091 61,902
Liabilities assumed:
Current liabilities (509) (1,601) (4,306) (3,778)
Deferred tax liability (1,713) (802) (5,209) (3,090)
Total liabilities assumed (2,222) (2,403) (9,515) (6,868)
Net assets acquired $ 24,671 $ 51,016 $ 46,576 $ 55,034

~~The useful lives of the intangible assets acquired is as follows:~~

Solectrac US Hybrid Timios WAVE
Intangible assets – tradename 6 7 15 15
Intangible assets – lender relationships — — 7 —
Intangible assets – technology 10 13 — —
Intangible assets – patents — — — 14
Intangible assets - non-compete — 5 — —
Intangible assets – licenses — — 15 —
Weighted average useful life 7.4 11.0 10 14.5


2022 remaining	$	699
2023	932
2024	933
2025	933
2026	933
2026 and beyond	5,296
Total	$	9,726

Amortization expense related to ~~intangible assets created as a result of~~ the 2021 Acquisitions ~~of $1.7~~was $0.4 million and ~~$4.0~~$0.8 million ~~has been recorded~~ for the three ~~and nine~~ months ended ~~September 30, 2021. Estimated amortization expense related to these intangible assets for each of the years subsequent to September 30,~~March 31, 2022 and 2021, ~~is as follows (amounts in thousands):~~respectively.

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2021 remaining $ 1,518
2022 6,222
2023 6,222
2024 6,222
2025 6,222
2026 and beyond 33,400
Total $ 59,806
Goodwill

Cumulative Goodwill, excluding any impairments, in the amount of ~~$116.6~~$117.4 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represent future economic benefits that we expect to achieve as a result of the acquisitions period, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes for any of the 2021 Acquisitions. Goodwill will not be amortized but instead will be tested for impairment at least annually and more ~~frequent~~frequently if certain indicators of impairment are present.

Refer to Note 10 for information related to an impairment charge recognized for the 2021 Acquisitions during the year ended December 31, 2021. This impairment charge reflected the impact of changing market conditions and sustained supply chain issues that negatively impacted the subsidiaries' projections.

2021 and 2022 Transaction Costs

Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. Transaction costs include expenses associated with legal, accounting, regulatory, and other transition services rendered in connection with acquisition, travel expense, and other non-recurring direct expenses associated with acquisitions.

•The Company incurred transaction costs of ~~$0.6~~$0.2 million and ~~$2.2~~$0.3 million during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, related to the 2021 ~~Acquisitions. In addition,~~Acquisitions, immaterial transactions and the evaluation of other opportunities, respectively, other than Energica.

•The Company incurred transaction costs of ~~$3.3~~$0.6 million during the three ~~and nine~~ months ended ~~September 30, 2021, associated with~~March 31, 2022 related to the ~~proposed VIA Motors~~Energica acquisition.

Transaction costs have been included in selling, general and administrative expenses in the condensed consolidated statements of operations and in cash flows from operating activities in the condensed consolidated statements of cash flows.

Unaudited Pro forma Financial Information

The unaudited pro forma results presented below include the effects of the Company’s acquisitions as if the acquisitions had occurred on January 1, ~~2020.~~ 2021. The Company filed an Amended Form 8-K on April 6, 2021 to disclose unaudited pro forma financial information, and explanatory notes, related to the acquisition of Timios as it met the criteria of a significant acquisition. The remainder of the 2021 Acquisitions and the Energica acquisition did not meet the criteria of a significant acquisition, in aggregate or individually.

The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any material, nonrecurring adjustments directly attributable to the 2021 Acquisitions or the Energica acquisition. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions occurred on January 1, ~~2020.~~2021.

Three Months Ended Nine Months Ended
September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
(Amounts in thousands, except per share and share data)
Total revenue $ 27,047 $ 32,418 $ 91,369 $ 75,747
Net loss attributable to IDEX common shareholders (50,854) (6,132) (66,325) (42,398)
Earnings (loss) per share
Basic and Diluted $ (0.11) $ (0.02) $ (0.15) $ (0.20)
Weighted average shares outstanding
Basic and Diluted 477,214,431 256,752,912 440,151,607 211,193,769

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	Three Months Ended
	March 31, 2022		March 31, 2021
(Amounts in thousands, except per share and share data)

Total revenue	$	28,523	$	34,436

Net loss attributable to IDEX common shareholders	(30,141)		(12,010)

Earnings (loss) per share
Basic and Diluted	$	(0.06)	$	(0.03)

Weighted average shares outstanding
Basic and Diluted	497,359,747		393,191,290

Dispositions

Seven Stars Energy Pte. Ltd.

On February 9, 2022, the Company transferred its 51.0% interest in Seven Starts Energy Pte. Ltd. to Fan Yurong, a current shareholder of SSE, for a nominal amount.

The Company recognized a disposal loss of $0.5 million as a result of the deconsolidation of SSE and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations for the three months ended March 31, 2022.

Grapevine

On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL ~~Technologies, Inc., (“FNL”)~~ the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash,

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Ideanomics common stock, and 100% of the common stock outstanding of Grapevine, ~~Logic, Inc. (“Grapevine,”)~~ a wholly-owned subsidiary of the Company focused on influencer marketing. Subsequent to this transaction, the Company owned 29.0% of the outstanding common stock of FNL.

The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal. The fair value of the retained interest in Grapevine was determined based on the present value of estimated future cash flows which are Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions.

Refer to Note 109 for additional information concerning the investment in FNL.

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Note 7.8. Accounts Receivable

The following table summarizes the Company’s accounts receivable (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accounts receivable	Accounts receivable	$	6,053	$	8,619	Accounts receivable	$	5,002	$	4,945
Less: allowance for doubtful accounts	Less: allowance for doubtful accounts	(1,559)		(1,219)		Less: allowance for doubtful accounts	(1,609)		(1,607)
Accounts receivable, net	Accounts receivable, net	$	4,494	$	7,400	Accounts receivable, net	$	3,393	$	3,338

~~The~~As of March 31, 2022 and December 31, 2021, the gross balance includes the taxi commission revenue receivables of ~~$1.2 millionand $1.2 million~~ from the related party ~~Guizhou~~ Qianxi ~~Green Environmentally Friendly Taxi Service Co, as~~ of ~~September 30, 2021~~$1.3 million and ~~December 31, 2020,~~$1.3 million, respectively. These balances are fully reserved in the balances stated above.

The following table summarizes the movement of the allowance for doubtful accounts (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Balance at the beginning of the period	Balance at the beginning of the period	$	(1,219)	$	—	Balance at the beginning of the period	$	(1,607)	$	(1,219)
Increase in the allowance for doubtful accounts	Increase in the allowance for doubtful accounts	(340)		(1,219)		Increase in the allowance for doubtful accounts	—		(350)
Effect of change in foreign currency exchange rates						Effect of change in foreign currency exchange rates	(2)		(38)
Balance at the end of the period	Balance at the end of the period	$	(1,559)	$	(1,219)	Balance at the end of the period	$	(1,609)	$	(1,607)

~~The~~For the quarter ended March 31, 2022, the Company ~~reserved~~did not increase its allowance for doubtful accounts for accounts receivable of ~~$0.3 million~~from a third-party ~~in the nine months ended September 30, 2021.~~. In the year ended December 31, ~~2020,~~2021, the Company ~~fully reserved~~increased its allowance for doubtful accounts by $0.4 million for accounts receivable ~~of $1.2 million~~ from ~~the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co.~~a third-party.

Note 8.9. Property and Equipment, net

The following table summarizes the Company’s property and equipment (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Furniture and office equipment	Furniture and office equipment	$	1,163	$	315	Furniture and office equipment	$	2,234	$	1,432
Vehicle	Vehicle	393		229		Vehicle	901		900
Leasehold improvements	Leasehold improvements	547		246		Leasehold improvements	1,368		581
Machinery and equipment	Machinery and equipment	277		—		Machinery and equipment	2,134		825
Total property and equipment	Total property and equipment	2,380		790		Total property and equipment	6,637		3,738
Less: accumulated depreciation	Less: accumulated depreciation	(753)		(460)		Less: accumulated depreciation	(1,090)		(833)
Property and equipment, net	Property and equipment, net	$	1,627	$	330	Property and equipment, net	$	5,547	$	2,905

Fintech Village
Land		$	—	$	2,750
Assets retirement obligations - environmental remediation		—		4,500
Fintech Village		$	—	$	7,250

The Company recorded depreciation expense of $0.3 million and $0.1 million, which is included in its operating expense, for the three months ended March 31, 2022 and 2021, respectively.

Fintech Village

On January 28, 2021, the Company’s Board accepted an offer of $2.8 million for Fintech Village, which was a 58-acre former University of Connecticut campus in West Hartford and subsequently signed a sale contract on March 15, 2021. The Company estimated the costs to sell Fintech Village to be $0.2 million and recorded these costs in “Loss on disposal of subsidiaries, net”

In the three months ended December 31, 2021, the Company closed on the sale of Fintech Village for $2.8 million, excluding commissions and other costs of $0.2 million.

The asset retirement obligations were derecognized in the three months ended December 31, 2021.

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~~The Company recorded depreciation expense of $126,323~~Note 10. Goodwill and $25,170, which is included in its operating expense, for the three months ended September 30, 2021 and 2020, respectively and $335,785 and $90,962 for the nine months ended September 30, 2021 and 2020, respectively.

In the three months ended June 30, 2020 the Company ceased to use the premises for its New York City headquarters at 55 Broadway, and vacated the premises. As a result, the Company recorded an impairment loss of $0.2 million related to leasehold improvements and other fixed assets at that location.

~~Global Headquarters for Technology and Innovation in Connecticut (“Fintech Village”)~~

On January 28, 2021, the Company’s Board of Directors accepted an offer of $2.75 million for Fintech Village, and subsequently signed a sale contract on March 15, 2021. The Company believes that Fintech Village met the criteria for held for sale classification on January 28, 2021. As the sale is expected to be completed within one year, the land with a carrying amount of $2.6 million and the asset retirement cost of $4.5 million are recorded as “Held for sale assets (Fintech Village”) in the current asset section of the condensed consolidated balance sheet. The Company has estimated the costs to sell Fintech Village to be $0.2 million and has recorded these costs in “Loss on disposal of subsidiaries, net.”

The Company recorded asset retirement obligations for environmental remediation matters in connection with the acquisition of Fintech Village. The asset retirement obligations are classified as held for sale as they will be derecognized upon the sale.

~~The following table summarizes the activity in the asset retirement obligation for the nine months ended September 30, 2021 (in thousands):~~

January 1,
2021 Liabilities
Incurred Remediation
Performed Accretion
Expense Revisions September 30,
2021
Asset retirement obligation $ 4,653 $ — $ — $ — $ — $ 4,653

~~Note 9.~~ Intangible Assets

A reporting unit is the level at which goodwill is tested for impairment, and is defined as an operating segment or one level below an operating segment, if certain criteria are met. Under its current corporate structure, the Company has 1one operating segment and 7seven reporting units.

Goodwill

The following table summarizes changes in the carrying amount of goodwill (in thousands):


Balance as of January 1, ~~2020~~2021	$	~~23,344~~705
Measurement period ~~adjustments~~adjustment	~~(12,848)~~186
Impairment (a,b,c,d,e)	(101,470)
Acquisitions	117,445
Effect of change in foreign currency exchange rates	~~(8)~~(1)
~~Impairment loss~~Disposal of Grapevine (d)	~~(9,323)~~(704)
Balance as of December 31, ~~2020~~2021	~~1,165~~16,161
Impairment*	~~(5,610)~~
Restatement adjustments**	~~16,171~~

Acquisitions	~~100,455~~58,689
Effect of change in foreign currency exchange rates	~~(19)~~904
Disposal of Grapevine***	~~(704)~~
Balance as of ~~September 30, 2021~~March 31, 2022	$	~~111,458~~75,754

*(a)On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit.

Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios

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reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are ~~level~~Level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods.

The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value by $19.5 million. As a result, the Company recorded a goodwill impairment charge of $5.6 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, in the three months ended September 30, 2021.

(b)For the year ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on WAVE’s business forecasts. The projections have negatively impacted WAVE’s performance, resulting in lower gross margins and revenue forecasts being reduced. As ~~reported in Note 1~~a result, the Company ~~restated its condensed consolidated financial statements, including errors in determining the estimated fair value~~recorded a goodwill impairment charge of acquired intangible assets in its purchase price allocation for its 2021 acquisitions. The cumulative impact of these errors resulted in less fair value being attributed to identifiable intangible assets and additional value attributed to goodwill. Refer to the Amended Form 10-Q's as of and$35.7 million for the ~~three months~~year ended ~~March~~December 31, 2021.

(c)For the period ended December 31, 2021, market conditions and assupply chain issues have had an adverse impact on US Hybrid’s business forecasts. The projections have negatively impacted US Hybrid’s performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of ~~and~~$42.2 million for the ~~three and six months~~year ended ~~June 30, 2021 that have been filed with the SEC on November 22,~~December 31, 2021.

~~***~~

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(d)During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 68 for additional information.

(e)

~~Table~~For the period ended December 31, 2021, market conditions and supply chain issues have had an adverse impact on Solectrac's business forecasts. The projections have negatively impacted Solectrac's performance, resulting in lower gross margins and revenue forecasts being reduced. As a result, the Company recorded a goodwill impairment charge of ~~Contents~~$17.7 million for the year ended December 31, 2021

Intangible Assets

The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands):

September 30, 2021 December 31, 2020
Weighted
Average
Remaining
Useful Life
(in years) Gross
Carrying
Amount Accumulated
Amortization Net
Balance Gross
Carrying
Amount Accumulated
Amortization Net
Balance
Amortizing Intangible Assets
Influencer network (a,g) — $ — $ — $ — $ 1,137 $ (462) $ 675
Customer contract (a,g) — — — — 500 (389) 111
Continuing membership agreement (b) 17.8 1,179 (642) 537 1,179 (619) 560
Trade name (a,g) — — — — 110 (17) 93
Technology platform (a,g) — — — — 290 (97) 193
Land use rights (c) 97.3 27,024 (341) 26,683 28,162 (142) 28,020
Timios licenses (d) 14.3 1,000 (49) 951 — — —
Timios tradename (d) 14.3 7,108 (378) 6,730 — — —
Timios lender relationships (d) 6.3 1,539 (1,539) — — — —
Timios software (e) 2.8 452 (38) 414 — — —
WAVE patents (f) 13.3 13,000 (656) 12,344 — — —
WAVE tradename (f) 14.3 12,630 (595) 12,035 — — —
Software - Solectrac (h) 1.8 38 (5) 33 — — —
Solectrac - Brand (h) 9.7 4,570 (138) 4,432 — — —
Solectrac - Technology (h) 9.7 2,450 (74) 2,376 — — —
US Hybrid - Brand (i) 6.7 1,740 (75) 1,665 — — —
US Hybrid - Non-compete (i) 4.7 520 — 520 — — —
US Hybrid - Technology (i) 12.7 5,110 (119) 4,991 — — —
Software (j) 4.8 11 (1) 10 — — —
Total 78,371 (4,650) 73,721 31,378 (1,726) 29,652
Indefinite lived intangible assets
Timios Title plant (d) 500 — 500 — — —
Website name 25 — 25 25 — 25
Patent — — — 28 — 28
Total $ 78,896 $ (4,650) $ 74,246 $ 31,431 $ (1,726) $ 29,705


	March 31, 2022									December 31, 2021
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment Loss		Net Balance		Gross Carrying Amount		Impairment Loss		Accumulated Amortization		Net Balance
Amortizing Intangible Assets
Continuing membership agreement (a)	17.3	$	1,179	$	(657)	$	—	$	522	$	1,179	—		$	(649)	$	530
Patents, trademarks and brands (c,e,f,g,h)	55.6	22,526		(718)		(672)		21,136		39,820		(30,492)		(2,715)		6,613
Customer relationships	14.5	14,445		(105)		—		14,340
Land use rights (b)	96.8	26,928		(465)		—		26,463		27,102		—		(411)		26,691
Licenses (c)	13.8	1,000		(82)		—		918		1,000		—		(65)		935
Lender relationships (c	5.8	14,790		(1,737)		(10,740)		2,313		16,600		(12,550)		(1,638)		2,412
Internally developed software (d)	2.3	553		(112)		—		441		452		—		(76)		376
Software (g,i)	11.5	4,492		(444)		—		4,048		4,492		—		(178)		4,314
Non-compete (h)	0	—		—		—		—		520		(463)		(57)		—
Technology (g,i)	8	18,890		(138)		—		18,752		7,460		(7,113)		(347)		—
Assembled workforce	1.7	150		(25)		—		125		150		—		(6)		144
Total		104,953		(4,483)		(11,412)		89,058		98,775		(50,618)		(6,142)		42,015
Indefinite lived intangible assets
Timios Title plant (c)		500		—		—		500		500		—		—		500
Website name		25		—		—		25		25		—		—		25
Title License		6		—		(6)		—		6		—		—		6

Total		$	105,484	$	(4,483)	$	(11,418)	$	89,583	$	99,306	$	(50,618)	$	(6,142)	$	42,546

(a)During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. In connection with the business analysis of Grapevine, the Company determined that the attrition rate of the influencer network had accelerated, and performed an impairment analysis, and recorded an impairment loss of $0.8 million during the year ended December 31, 2020. As a result of this analysis of the influencer network, the Company determined that the remaining useful life of the influencer network should be reduced to two years, effective January 1, 2021 and also determined that remaining useful life of the technology should be reduced to one year, effective January 1, 2021.

~~(b)~~During the three months ended September 30, 2019 the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 99.0%. Intangible assets of $8.3 million were recognized on the date of acquisition. As part of the determination of the fair value of DBOT’s intangible assets ~~during the year ended December 31, 2020,~~mentioned above, the Company utilized the cost method to determine the fair value of the continuing membership agreement, and determined the fair value was $0.6 million, and recorded an impairment loss of $7.1 ~~million during the year ended December 31 2020.~~million. The Company also recorded an impairment loss of $30,000 related to DBOT's customer list.

~~(c)~~(b)During the three months ended December 31, ~~2019,~~2021, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. As part of the acquisition, Tree Technologies ~~holds~~acquired an exclusive right to market and distribute the ~~land use rights for 250 acres~~EVs manufactured by Tree Manufacturing. Upon acquisition, the fair value of ~~vacant land zoned for industrial development~~this agreement was determined to be $11.3 million. In the three months ended December 31, 2020, Tree Technologies obtained a domestic EV manufacturing license in Malaysia; and therefore determined it would not purchase vehicles from Tree Manufacturing. The Company subsequently severed all commercial relationships with Tree Manufacturing. Accordingly, the ~~Begeng Industrial Area adjacent~~Company determined there was no underlying value to ~~Kuantan Port. Kuantan is~~ the ~~capital city~~marketing and distribution agreement, and recorded an impairment loss of ~~the state of Pahang on the east coast of Peninsular Malaysia.~~$12.5 million.

~~(d)~~(c)During the three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 67 for additional information related to the acquisition.

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~~(e)~~(d)Relates to software development costs capitalized during the ~~nine~~three months ended September 30, 2021 at Timios. The asset was placed into service in July 2021.

~~(f)~~(e)During three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in WAVE. Refer to Note 67 for additional information related to the acquisition.

~~(g)~~(f)During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL, ~~Technologies, Inc., the owner and operator of the social media platform Hoo.be,~~ pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of ~~Grapevine, a wholly-owned subsidiary of the Company focused on influencer marketing.~~Grapevine.

~~(h)~~(g)During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 67 for additional information related to the acquisition.

~~(i)~~(h)During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 67 for additional information related to the acquisition.

~~(j)~~(i)Relates to software costs capitalized during the nine months ended September 30, ~~2021~~.2021.

Amortization expense relating to intangible assets was ~~$1.6 million~~ ~~and $0.7~~$1.0 million for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively, and~~ ~~$4.1 million~~ ~~and $1.6 million for the nine months ended September 30, 2021 and 2020,~~ respectively.

The following table summarizes the expected amortization expense for the following years (in thousands):


Years ending December 31,	Years ending December 31,	Amortization to be recognized		Years ending December 31,	Amortization to be recognized
2021 (excluding the nine months ended September 30, 2021)		$	1,625
2022		6,396
2022 (excluding the three months ended March 31, 2022)				2022 (excluding the three months ended March 31, 2022)	$	4,907
2023	2023	6,396		2023	6,544
2024	2024	6,305		2024	6,385
2025	2025	6,230		2025	5,683
2026 and thereafter		46,769
2026				2026	5,801
2027 and thereafter				2027 and thereafter	59,738
Total	Total	$	73,721	Total	$	89,058

Note ~~10.~~11. Long-term Investments

The following table summarizes the Company’s long-term investments (in thousands):


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Non-marketable equity investments	Non-marketable equity investments	$	10,522	$	4,787	Non-marketable equity investments	$	7,500	$	7,500
Equity method investments	Equity method investments	25,027		3,783		Equity method investments	15,573		28,088
Total	Total	$	35,549	$	8,570	Total	$	23,073	$	35,588

Non-marketable equity investment

~~Non-marketable~~Our non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on

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management’s analysis of certain investment’s performance, the Company determined that there was a ~~$1.5 million~~ no impairment loss recorded in the three ~~and nine~~ months ended ~~September 30, 2021. Based on management's analysis of certain investment's performance, no impairment losses were recorded in the three~~March 31, 2022 and ~~nine months ended September 30, 2020.~~

~~On August 2,~~ 2021, the Company announced a strategic investment in Prettl Electronics Automotive ("PEA"), a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA's Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($8.5 million).

~~Equity method investments~~respectively.

The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands):


			September 30, 2021												March 31, 2022
			January 1, 2021		Addition		Income (loss) on investment		Reclassification to equity method investee		Reclassification to subsidiaries		Dilution loss due to investee share issuance			September 30, 2021				January 1, 2022		Addition		Income (loss) on investment		Reclassification to equity method investee		Impairment losses	Reclassification to subsidiaries		Dilution loss due to investee share issuance		March 31, 2022
Solectrac		(a)	$	2,556	$	—	$	(153)	$	—	$	(2,372)	$	(31)		$	—

Energica	Energica	(b)	—		13,555		(735)		—		—		—			12,820		Energica	(b)	12,329		—		(1,031)		—		—	(11,298)		—		—
FNL Technologies		(c)	—		3,505		(236)		250		—		—			3,519
FNL																		FNL	(c)	2,856		—		(217)		—		—	—		—		2,639
MDI Fund	MDI Fund	(d)	—		628		—		—		—		—			628		MDI Fund	(d)	3,765		121		59		—		—	—		—		3,945
TM2		(e)	1,227		7,226		(393)		—		—		—			8,060

PEA																		PEA	(f)	9,138				(149)									8,989
Total	Total		$	3,783	$	24,914	$	(1,517)	$	250	$	(2,372)	$	(31)		$	25,027	Total		$	28,088	$	121	$	(1,338)	$	—	—	$	(11,298)	$	—	$	15,573

The Company has received no dividends from equity method investees in the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

(a)Solectrac ~~Inc. (“Solectrac”)~~

On October 22, 2020, the Company acquired 1.4 million common shares, representing 15.0% of the total common shares outstanding, of Solectrac for a purchase price of $0.91 per share, for total consideration of $1.3 million. On November 19, 2020, Ideanomics acquired an additional 1.3 million shares of common stock for $1.00 per share, for a subsequent investment of $1.3 million. The ~~Company’~~Company’s ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021.

On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of ~~$17.7~~$18.0 million. Ideanomics now owns 100% of Soletrac, and commenced consolidation of Solectrac on that date.

Refer to Note 67 for additional information on the acquisition of Solectrac.

Solectrac develops, assembles and distributes 100% battery-powered electric tractors-an alternative to diesel tractors-for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy.

(b)Energica ~~Motor Company S.P.A. (“Energica”)~~

On March 3, 2021, the Company entered into an investment agreement with ~~Energica Motor Company S.P.A (“~~Energica.”) The Company invested €10.1 million ($13.6 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.21) for each ordinary share. Pursuant to the purchase of the shares the Company will hold 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics was restricted from selling any of the shares for a period of 90 days.

Energica is the world’s leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE™ World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers.

~~Table of Contents~~

The Company has decided to account for Energica on a one quarter lag as Energica, which is publicly traded on the Milan stock exchange, is only required to prepare and file semi-annual and annual financial statements, and the time frame in which the filings must be complete is much more lenient than in the U.S. Energica prepares its financial statements in accordance with Article 2423 et seq of the Italian Civil Code, rather than U.S. GAAP. Energica’s financial statements will either be prepared in or reconciled to U. S. GAAP prior to the Company recording its share of Energica’s earnings or losses, and the one quarter lag will be utilized to accomplish this, as well as related disclosure matters.

As of ~~September 30, 2021,~~March 31, 2022, the excess of the Company’s i~~nvestment~~investment over its proportionate share of Energica’s net assets was $10.9 million. The difference represents goodwill.

Certain shareholders of Energica have rights such that they may convert their ordinary shares into ordinary shares with supervoting rights under certain conditions. If some or all of these ordinary shares were converted into ordinary shares with supervoting rights, the Company’s ownership in Energica would be diluted, perhaps significantly.

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The aggregate market value of the Energica common shares owned by the Company waswas $22.5 million as of ~~September 30, 2021.~~March 31, 2022.

(c)FNL

On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 ~~Simple Agreement for Future Equity ("SAFE")~~SAFE into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors.

The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP.

(d)Minority Depository Institution Keepers Fund

On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the MDI Fund. The MDI Fund ~~sponsored by the National Bankers’ Association,~~ an organization of minority-owned banks that aim to increase inclusivity in the financial services ~~industry.~~industry, is sponsored by the National Bankers’ Association. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021.

The Company has decided to account for MDI on a one quarter lag, the MDI Fund reporting requirements differ from the Company's quarterly reporting schedule.

(e) ~~Technology Metals Market Limited~~TM2

On January 28, 2021, the Company entered into a ~~simple agreement for future equity (the “SAFE”)~~SAFE with ~~Technology Metals Market Limited (“TM2”).~~TM2. As of August 13, 2021, the SAFE was amended to which Ideanomics would invested €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above ~~five~~€5.0 million ~~pounds (€5,000,000)~~($6.8 million) during the twelve months immediately following execution of the SAFE, on the initial closing of such equity financing the SAFE will automatically convert into the number of ordinary shares equal to the purchase amount divided by the lowest price per share of the ordinary shares paid during such equity financing. If no equity financing has taken place during the twelve-month period immediately following the date of the SAFE, the parties shall in good faith attempt for one month to agree to a fair value per ordinary share represented by the SAFE, following which the SAFE shall convert into the number of ordinary shares equal to the purchase amount divided by such fair value. If the parties are unable to establish a fair value per ordinary share within such one-month period, the Company shall be entitled to convert the purchase amount into ordinary shares based on the pre-investment valuation of the Company of €10.0 million ($11.1 million) on December 20, 2019, plus the value of any investment into the SAFE since the original investment resulting in a current valuation of the Company of €11.0 million ($12.5 million), but subject to increase by the amount of any further debt, equity, convertible investment prior to January 28 2022. In the event of a non-qualifying financing, TM2 shall provide the Company with sufficient information to verify such funding and increase in valuation. The Company accounts for TM2 as an equity method investment, as it holds a 10.0% equity ownership interest and has one of four seats on the board of directors.

(f)PEA

On August 2, 2021, the Company announced a strategic investment in PEA, a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($9.1 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA's Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($9.1 million) representing a 30% equity ownership.

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Note ~~11.~~12. Leases

As of ~~September 30,~~March 31, 2022 and December 31, 2021, the Company’s operating lease right of use assets ~~and operating lease liabilities~~ are ~~$8.8~~$18.8 million and ~~$8.8~~$12.8 million, respectively. The weighted-average remaining lease term is ~~4.1 years~~5.7 and the weighted-average discount rate is ~~3.6%~~4.9%.

The following table summarizes the components of lease expense (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020				March 31, 2022		March 31, 2021
Operating lease cost	Operating lease cost	$	610	$	519	$	1,058	$	1,488	Operating lease cost		$	1,014	$	169
Short-term lease cost	Short-term lease cost	241		82		523		279		Short-term lease cost		133		88
Sublease income	Sublease income	—		(11)		—		(74)		Sublease income		—		—
Total	Total	$	851	$	590	$	1,581	$	1,693	Total		$	1,147	$	257

The following table summarizes supplemental information related to leases (in thousands):


		Three Months Ended				Nine Months Ended					Three Months Ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020				March 31, 2022		March 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:									Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	723	$	115	$	1,506	$	961	Operating cash flows from operating leases		$	1,042	$	165
Right of use assets obtained in exchange for new operating lease liabilities	Right of use assets obtained in exchange for new operating lease liabilities	3,515		—		8,141		322		Right of use assets obtained in exchange for new operating lease liabilities		6,746		1,763

The additional right of use assets were primarily acquired in the ~~Timios,~~Tree Technologies, Energica, WAVE ~~US Hybrid~~ and Solectrac acquisitions. The facilities acquired are primarily office buildings and warehouses in Asia, Europe and U.S. locations where they conduct business.

The following table summarizes the maturity of operating lease liabilities (in thousands):


Years ending December 31		Leased Property Costs
2021 (excluding the nine months ended September 30, 2021)		$	696
2022		2,544
March 31				March 31	Leased Property Costs
2022 (excluding the three months ended March 31, 2022)				2022 (excluding the three months ended March 31, 2022)	$	3,515
2023	2023	2,457		2023	4,637
2024	2024	1,541		2024	3,514
2025	2025	1,153		2025	3,037
2026				2026	2,460
2026 and thereafter	2026 and thereafter	1,029		2026 and thereafter	4,118
Total lease payments	Total lease payments	9,420		Total lease payments	21,281
Less: interest	Less: interest	(633)		Less: interest	(2,780)
Total	Total	$	8,787	Total	$	18,501

In the three months ended March 31, ~~2020~~2022, the Company ~~ceased to use~~acquired two finance leases through an acquisition of Energica, the ~~premises underlying 1 lease~~manufacturer of high-performance electric motorcycles with a six-year and ~~vacated the real estate. As~~two-year remaining life for a ~~result,~~service center and an office facility, respectively. In Asia, the Company ~~recorded an impairment loss related to the right of use asset of $0.9 million.~~acquired a two-year operating lease for a manufacturing facility for EV bikes, scooters, and batteries. In the ~~three months ended June 30, 2020,~~U.S., the Company ~~completed negotiations with~~acquired two operating leases, one of which has a two-year term for a general office building and the ~~landlord to settle the remaining operating~~other lease, ~~liability~~has a ten-year life for a warehouse and office facility used primarily for fabrication, assembly, production, and storage of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which is due and payable on December 31, 2021. The Company recorded a gain of $0.8 million in "Other income, net" for the settlement of the operating lease liability in the three months ending June 30, 2020.battery-powered electric tractors.

In the three months ended June 30, 2020 the Company ceased to use the premises for its New York City headquarters at 55 Broadway, which are subject to 2 leases, and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $5.3 million. The Company had an operating use liability of $5.8 million with respect to these leases, excluding $0.6 million in accounts payable. In the three months ended September 30, 2020, the Company completed negotiations with the landlord to settle the remaining amounts of $6.4 million for a cash payment of $1.5 million. The Company recorded a gain of $4.9 million in "Other income, net" for the settlement of the operating lease liability in the three months ended September 30, 2020.

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Note ~~12.~~13. Promissory Notes

The following table summarizes the outstanding promissory notes as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 (dollars in thousands):


			September 30, 2021				December 31, 2020						March 31, 2022				December 31, 2021
		Interest Rate	Principal Amount		Carrying Amount*		Principal Amount		Carrying Amount*			Interest Rate	Principal Amount		Carrying Amount*		Principal Amount		Carrying Amount*
Vendor Note Payable		0.25%-4%	$	75	$	75	$	105	$	105
Convertible Debenture (a)											Convertible Debenture (a)	4.0%	$	57,500	$	58,376	57,500		57,809
Small Business Association Paycheck Protection Program(b)	Small Business Association Paycheck Protection Program(b)	1.0%	342		342		460		463		Small Business Association Paycheck Protection Program(b)	1.0%	288		288		311		312
Promissory Note		0	—		—		—		—
Energica lending arrangements (c)											Energica lending arrangements (c)	0.05% - 4.5%	—		5,507		—		—
Total	Total		$	417	417		$	565	568		Total		$	57,788	64,171		$	57,811	$	58,121
Less: Current portion	Less: Current portion				(417)				(568)		Less: Current portion				(62,321)				(58,121)
Long-term Note, less current portion	Long-term Note, less current portion				$	—			$	—	Long-term Note, less current portion				$	1,850			$	—

*Carrying amount includes the accrued ~~interest.~~interest and approximates the fair value because of the short term nature of these instruments.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, all debts are classified as current.

The ~~Company had various debt instruments outstanding~~weighted average interest rate for these borrowings is 4.0% as of ~~September 30, 2020.~~ March 31, 2022 and December 31, 2021, respectively.

As of ~~September 30, 2020, the total principal amount outstanding was $15.6 million,~~March 31, 2022, and the carrying amount, net of debt discounts arising from beneficial conversion features and including accrued interest, was $12.8 million. These debt instruments were either converted into common stock ofDecember 31, 2021 the Company ~~or repaid on or prior to their scheduled maturity dates~~was in ~~the year ended December 31, 2020.~~compliance with all ratios and covenants.

In the nine months ended September 30, 2020, the Company received aggregate gross proceeds of $2.0 million from the issuance of convertible notes to YA II PN, Ltd. (“YA PN II,”) pursuant to a previous securities purchase agreement.

In the three months ended September 30, 2020, the Company recorded interest expense related to these debt instruments of $2.0 million, including amortization of the beneficial conversion features of $1.7 million. In the nine months ended September 30, 2020, the Company recorded interest expense related to these debt instruments of $14.2 million, including amortization of the beneficial conversion features of $13.2 million.

(a)$~~37.5~~75.0 million Convertible Debenture due ~~July 4 2021~~October 24, 2022 – YA II PN

On ~~January 4,~~October 25, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of ~~$37.5~~$75.0 million, and received aggregate gross proceeds of ~~$37.5~~$75.0 million. The note ~~was~~is scheduled to mature on ~~July 4, 2021~~October 24, 2022 and ~~bore~~bears interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $2.00. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

During the nine months ended September 30, 2021, the note, plus accrued and unpaid interest, was converted into 18.8 million shares of common stock of the Company. Total interest expense recognized was $0 and $25,479 for the three and nine months ended September 30, 2021, respectively.

~~$37.5 million Convertible Debenture due July 15 2021 – YA II PN~~

On January 15, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $37.5 million, and received aggregate proceeds of $37.5 million. The note was scheduled to mature on July 15, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $3.31. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

~~Table of Contents~~

During the nine months ended September 30, 2021, the note, plus accrued and unpaid interest, were converted into 11.3 million shares of common stock of the Company. Total interest expense recognized was $0 and $46,301 for the three and nine months ended September 30, 2021, respectively.

~~$65.0 million Convertible Debenture due July 28 2021 – YA II PN~~

On January 28, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $65.0 million, and received aggregate proceeds of $65.0 million. The note was scheduled to mature on July 28, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $4.12. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

During the nine months ended September 30, 2021, the note, plus accrued and unpaid interest, were converted into 15.8 million shares of common stock of the Company. Total interest expense recognized was $0 and $53,699 for the three and nine months ended September 30, 2021.

~~$80.0 million Convertible Debenture due August 8, 2021 – YA II PN~~

On February 8, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $80.0 million, and received aggregate proceeds of $80.0 million. The note is scheduled to mature on August 8, 2021 and bears interest at an annual rate of 4.0%, which increases to 18.0% in the event of default. The note has a fixed conversion price of ~~$4.95.~~$1.88. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. The Company has the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note ~~contains~~contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

~~During the nine months ended September 30, 2021,~~ Commencing February 1, 2022, the Company ~~repaid~~has the ~~note and accrued interest $81.6 million. Total interest expense recognized was $0.3~~obligation to redeem $8.3 million ~~and $1.5 million for~~per month, against the ~~three and nine months ended September 30, 2021.~~unpaid principal. This amount may be reduced by any conversions by YA II PN or optional redemptions made by the Company.

~~Vendor Notes Payable~~

On May 13, 2020, DBOT entered into a settlement agreement with a vendor whereby the existing agreement with the vendor was terminated, the vendor ceased to provide services, and all outstanding amounts were settled. In connection with this agreement, DBOT paid an initial $30,000 and executed an unsecured promissory note in the amount of $60,000, bearing interest at 0.25% per annum, and payable in 2 installments of $30,000. The first installment was due on December 31, 2020 and was repaid. The remaining payment is due on August 31, 2021and was repaid.

InDuring the three months ended March 31, ~~2020,~~2022, none of the ~~Company ceased to use~~principal or accrued interest were converted into shares of common stock of the ~~premises underlying 1 lease and vacated the real estate. In~~Company.

During the three months ended June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which is due and payable on December 31, ~~2021.~~2021, principal and accrued and unpaid interest in the amount of $17.6 million was converted into 9.4 million shares of common stock of the Company. Total interest expense recognized was $0.6 million for the three months ended March 31, 2022

(b)Small Business Association Paycheck Protection Program

On Apr 10, 2020, the Company borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of $18,993 commencing on November 10, 2020, with a final payment due on April 10, 2022. With several amendments, the loan is currently payable monthly commencing on September 10, 2021, with a final payment due on April 10, 2025. The forgiveness application of the loan was submitted in August ~~2021 and the first payment was made on October 10, 2021 for the payment due on September 10 2021 while~~2021. While the forgiveness application is under ~~review.~~review, the Company has made payments totaling $31,674 of principal and interest during the year ended December 31, 2021 and $24,152 of principal and interest During the three months ended March 31, 2022. Interest expense recognized in connection with this loan was $568 and $832 in the three months ended March 31, 2022 and March 31, 2021 respectively for the Small Business Association Paycheck Protection Program.

On May 1, 2020 Grapevine borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan was originally payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. With several amendments, the loan was

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payable commencing on October 1, 2021, with a final payment due on April 10, 2025. On April 20, 2021, the Company completed the disposal of Grapevine and the loan balance was deconsolidated from consolidated balance sheet.

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~~On May 3, 2020 WAVE borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The~~ Interest expense recognized in connection with this loan was originally payable in 18 installments of $12,630 commencing on November 1, 2020, with a final payment due on May 3, 2022. After the issuance of an additional grace period, payments will commence on September 21, 2021 until the original maturity date of May 3, 2022. The loan$1 and the accrued interest were forgiven and paid by the U.S. Small Business Administration according to the notice received from the bank on September 16, 2021. The Company recorded it as the "Gain on extinguishment of debt" on the condensed consolidated statement of operations.

On February 24, 2021 US Hybrid borrowed $0.5 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan has a maturity date of February 24, 2026. After the issuance a 10 months grace period was initiated, and payments will commence on March 10, 2022 and will continue until the maturity date. US Hybrid used the loan for qualifying expenses. The loan was forgiven in June 2021 and was accounted for in conjunction with the acquisition accounting in Note 6.

~~Total interest expense recognized was $851 and $2,899~~$306 in the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and March 31, 2021 respectively for the Small Business Association Paycheck Protection Program.

(c)Energica Lending Arrangements

Energica is party to eleven individual instruments with different counterparties in Italy comprising an aggregate outstanding unpaid balance of $5.5 million. These instruments provide working capital for the Energica manufacturing operations through the combination of accounts receivable factoring, vendor financing programs and other secured asset-based lending arrangements. The instruments bear interest rates ranging from 0.05% to 4.5%, with a weighted average interest rate of 1.3%. $4.2 million of the payable will be due within one year, and $1.3 million of the payable will due between 2026 and 2028 in installments ranging 8 to 45 months. Due to the nature of the lending arrangements providing working capital, these arrangements are primarily classified as current liabilities and are secured primarily by Energica’s related trade accounts receivable, inventory and other current assets.

Promissory Notes Issued and Repaid in the Year Ended December 31, 2021

During the year ended December 31, 2021, the Company issued several convertible debt instruments to YA II PN, the terms of which are summarized in the following table (principal and gross proceeds in thousands):


	YA II PN Note 1			YA II PN Note 2			YA II PN Note 3			YA II PN Note 4
Principal	$	37,500		$	37,500		$	65,000		$	80,000
Gross proceeds	$	37,500		$	37,500		$	65,000		$	80,000
Interest rate	4.0		%	4.0		%	4.0		%	4.0		%
Conversion price	$	2.00		$	3.31		$	4.12		$	4.95
Maturity dates	July 4, 2021			July 15, 2021			July 28, 2021			August 8, 2021

The conversion prices on the notes above were fixed, and were not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under these notes prior to their maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The notes contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.In the event of default, the interest rate would increase to 18.0%.

During the year ended December 31, 2021, the notes, plus accrued and unpaid interest, were converted into 45.9 million shares of common stock of the Company, and one note of $80.0 million was repaid.

Vendor Notes Payable Repaid in the Year Ended December 31, 2021

On May 13, 2020, DBOT entered into a settlement agreement with a vendor whereby the existing agreement with the vendor was terminated, the vendor ceased to provide services, and all outstanding amounts were settled. In connection with this agreement, DBOT paid an initial $30,000 and executed an unsecured promissory note in the amount of $60,000, bearing interest at 0.25% per annum, and payable in two installments of $30,000. The first installment was due on December 31, 2020 and was repaid, the remaining payment was due on August 31, 2021 and was repaid.

In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. In the three months ended June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which was due and repaid as of December 31, 2021.

Note ~~13.~~14. Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest

Convertible Preferred Stock

The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 7.0 million shares of Series A preferred stock were issued and outstanding. The

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Series A preferred stock shall be entitled to 1one vote per common stock on an as-converted basis and is only entitled to receive dividends when and if declared by the Board.

Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, at the office of the Company or any transfer agent for such stock, into ten fully paid and nonassessable shares of Common Stock, and redeemable at a stated dollar amount upon a merger/consolidation/change in control.

Upon the occurrence of a liquidation event, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, an amount per share equal to $0.50, as may be adjusted from time to time plus all accrued, but unpaid dividends, whether declared or not.

Common Stock

Our Board has authorized 1,500 million shares of common stock, $0.001 par value.

2022 Equity Transactions

The Company issued $0.5 million shares during the three months ended March 31, 2022 for professional service received and the employee stock option exercise.

2021 Equity Transactions

Redeemable Non-controlling Interest

The Company and Qingdao ~~Chengyang Xinyang Development and Investment Company Limited (“Qingdao”)~~ formed an entity named ~~Qingdao Chengyang Mobo New Energy Automobile Sales Service Company Limited (“~~New Energy.~~”). With several name changes, the entity current name is Qingdao Chengyang Medici Zhixing New Energy Automobile Company Limited.~~ Qingdao entered into a capital subscription agreement for a total of RMB 200.0 million ($28.0 million), and made the first capital contribution of RMB 50.0 ~~million~~million($7.0 million) in the three months ended March 31, 2020. The remaining RMB 150.0 million ($21.0 million) are payable in 3three installments of RMB 50.0 million ($7.0 million) upon New Energy attaining certain revenue or market value benchmarks.

The investment agreement stipulates that New Energy must pay Qingdao dividends at the rate of 6.0%. After one year, Qingdao may sell its investment to an institutional investor, ~~or redeem its investment if Qingdao does not meet certain revenue and market value benchmarks~~ and after three years may redeem its ~~investment. the redeemable amount equals~~investment for the face amount plus 6.0% interest less dividends paid. ~~At Qingdao's request, the Company had entered discussions concerning the~~The redemption ~~of the investment, and in the three months ended September 30, 2021 Qingdao officially requested redemption of the invested funds.~~feature was neither mandatory nor certain. Due to the redemption feature, the Company had classified the investment outside of permanent ~~equity, and subsequent to~~equity. Redeemable non-controlling interest is recorded as

at the greater of (i) the redemption amount or (ii) the cumulative amount that would result from applying the measurement guidance in ASC 810.

In the year ended December 31 2021, Qingdao officially requested redemption ~~classified~~of the ~~investment~~invested funds and dividend, RMB 56.0 million ($7.9 million) in ~~current liabilities.~~total. The Company has designated New Energy to pay the redemption price. After the payment, New Energy owns 100% of Qingdao. Because Qingdao Medici cannot complete its foreign exchange settlement prior to December 31, 2021, New Energy made the payment on behalf of Qingdao Medici. Qingdao, Qingdao Medici and New Energy agreed that Qingdao Medici will make the payment to Qingdao directly when it completes the foreign exchange settlement and Qingdao will return the money previously paid by New Energy to New Energy immediately after it receives the fund from Qingdao Medici.

The following table summarizes activity for the redeemable non-controlling interest (in thousands):

Nine months ended
September 30, 2021 September 30, 2020
Beginning balance $ 7,485 $ —
Initial investment — 7,047
Accretion of dividend 347 323
Loss attributable to non-controlling interest (195) (79)
Adjustment to redemption value 195 79
Ending balance $ 7,832 $ 7,370

~~Common Stock~~


	Three months ended
	March 31, 2022		March 31, 2021
Beginning balance	$	—	$	7,485
Initial investment	—		—
Accretion of dividend	—		115
Loss attributable to non-controlling interest	—		(154)
Adjustment to redemption value	—		154
Ending balance	$	—	$	7,600

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The ~~Board of Directors has authorized 1,500 million shares of common stock, $0.001 par value.~~

~~2021 Equity Transactions~~agreement with Roth Capital

On February 26, 2021, the Company entered into a sales agreement with Roth ~~Capital Partners, LLC (“Roth~~ Capital.~~”) in~~ In accordance with the terms of the sales agreement, the Company may offer and sell from time to time through Roth Capital the Company’s common stock having an aggregate offering price of up to $150.0 ~~million (the “Placement Shares.”).~~million. The Company shall pay to Roth Capital in cash, upon each sale of ~~Placement Shares~~such shares pursuant to the ~~Agreement,~~sales agreement, an amount equal to 3.0% of the gross proceeds from each sale of ~~Placement Shares.~~such shares. During the three months ended ~~September 30,~~March 31, 2021, the Company issued ~~7.5~~17.6 million shares of common stock and received net proceeds of ~~$17.7~~$53.4 million after deducting $0.5 million commission and transaction fees. During the nine months ended September 30, 2021, the Company issued 50.4 million shares of common stock and received net proceeds of $145.5 million after deducting $4.5 million commission and transaction fees.

On June 30, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). The Company will be able to sell up to 80.4 million shares of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at (i) 95% of the Market Price if the applicable pricing period is ~~two~~ ~~consecutive trading days or (ii) 96% of the Market Price if the applicable pricing period is~~ ~~five~~ consecutive trading days, and, in each case, would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of the Company’s common stock. “Market Price” shall mean the lowest daily volume weighted average price of the Company’s common stock during the ~~two~~ or ~~five~~ consecutive trading days, as applicable, commencing on the trading day following the date the Company submits an advance notice to YA. Pursuant to the SEDA, the Company is required to register all shares which YA may acquire. The SEDA contains customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN has covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the nine months ended September 30, 2021, the Company issued 10.0 million shares of common stock for a total of $27.3 million.

On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co ("Cantor"). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through or to Cantor, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350,000,000 (the “Placement Shares”). The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230). The Company shall pay to Cantor in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to up to 3.0% of the aggregate gross proceeds from each sale of Placement Shares. During the three months ended September 30, 2021, the Company issued 2.0 million shares of common stock and received net proceeds of $4.2 million after deducting $0.1$1.7 million commission and transaction fees.

Refer to Note 67 for information related to the issuance to common stock for acquisitions, Note 1213 for information related to issuance of common stock with convertible notes, Note 1516 for information related to the issuance to common stock for option exercise.

~~2020 Equity Transactions~~

During the three months ended September 30, 2020, the Company issued 1.6 million shares of common stock related to the DBOT acquisition, issued 0.3 million shares of common stock related to the professional service provide by a third party.

During the nine months ended September 30, 2020, the Company issued 13.0 million shares of common stock related to the DBOT acquisition, issued 27.9 million shares of common stock related to the issuance, conversion and warrant exercise of convertible notes to third party, 10.3 million shares of common stock related to the related party debt conversion, 34.5 million shares related to SEDA, 2.0 million shares related to the settlement of a third party debt and 1.2 million shares of common stock related to the professional service provided by the third parties.

Note ~~14.~~15. Related Party Transactions

(a)~~Convertible Notes~~ Long-Term Investment to Qianxi

~~$3.0 million Convertible Note with Mr. Shane McMahon (“Mr. McMahon”)~~

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~~On May 10, 2012, Mr. McMahon, the Company’s Vice Chairman, made a loan to the Company in the amount of $3.0 million.~~ In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3.0 million at a 4.0% interest rate computed on the basis of a 365-day year. The Company had previously entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from of Series E Preferred Stock to Common Stock). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2022. For the three and nine months ended September 30, 2020, the Company recorded interest expense of $0 and $50,959 related to the note, respectively.

On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of conversion price to $0.59, contingent upon the immediate conversion of the Note. On June 5, 2020, the note was converted into 5.1 million shares of common stock. The Company paid the accumulated interest $0.3 million in cash prior to the conversion.

~~$2.5 million Convertible Promissory Note with SSSIG~~

~~On February 8,~~November 2019, the Company entered into a ~~convertible promissory note~~share transfer agreement with ~~SSSIG, an affiliate~~Shenma to acquire its 1.72% ownership in Qianxi for consideration of ~~Dr. Wu,~~$4.9 million, which was to be paid in six installments. Shenma was required to complete the ~~aggregate principal amount of $2.5 million. The convertible promissory note bore interest at a rate of 4.0%, was scheduled~~share transfer registration prior to ~~mature on February 8,~~May 31, 2020, ~~and was convertible into shares of~~otherwise it will be required to return the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. For the three and nine months ended September 30, 2020, the Company recorded interest expense of $0 and $21,546 relatedconsideration to the ~~convertible promissory note, respectively.~~Company. The Company ~~did not pay the interest in cash on this note.~~

~~The Company received $1.3~~has paid $0.5 million from SSSIG, and did not receive the remaining $1.2 million. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of the conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 2.2 million shares of common stock.

~~$1.0 million Convertible Promissory Note with SSSIG~~

On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $1.0 million. The convertible promissory note bore interest at a rate of 4.0%, was initially scheduled to mature on November 25, 2021, and was convertible into the shares of the Company’s common stock at a conversion price of $1.25 per share anytime at the option of SSSIG. For the three and nine months ended September 30, 2020, the Company recorded interest expense of $0 and $4,301, respectively. The Company did not paid the interest in cash on this note.

The Company received $0.25 million from SSSIG and did not receive the remaining $0.8 million. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of the conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 0.4 million shares of common stock.

~~(b) Severance payments~~

Pursuant to previous severance agreements with certain executives, the Company paid $0.1 million in the nine months ended Sep 30, 2020, and recorded the remaining $0.1 million in “Accrued salaries” on its condensed consolidated balance sheet as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021, and recorded it on the “Other Non-Current Assets". The Company has requested that Shenma return the consideration provided and currently has full allowance against this receivable.

~~(c)~~(b) Transaction with Dr. Wu. and his affiliates

On June 5, 2020, the Audit Committee and the Board of Directors approved the conversion of some borrowings at a conversion price of $0.59 per common share, contingent upon the immediate conversion of these amounts. On June 5, 2020, the borrowings of $1.5 million, including the $0.4 million transferred from Beijing Financial Holding Limited, were converted into 2.6 million shares of common stock.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company has receivables of $0.2 million and $0.2 million, respectively, due from Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due from related parties” in the condensed consolidated balance sheets.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company has payables of $0.7 million and ~~$0.6~~$0.7 million, respectively, due to Dr. Wu, the former Chairman of the Company, and his affiliates and recorded in “Amounts due to related parties” in the condensed consolidated balance sheets.

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~~The increase is mainly due to $0.4 million accrued service charges payable to SSSIG for the period from April 1, 2021 through September 30, 2021 described more fully below.~~

Service agreement with SSSIG

The Company entered a service agreement with SSSIG for the period from July 1, 2020 through June 30, 2021 for $1.4 million in exchange for consulting services from ~~SSSIG. The~~SSSIG, the services include but are not limited to human resources, finance and legal advice. The Company recorded the service charges of $0.4 million in “Professional fees” for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded unpaid $0.6 million in "Other income (expense, net)" in the condensed consolidated statement of ~~operation.~~

~~The Company entered a new consulting service agreement with SSSIG on April, 20, 2021~~operations for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company's subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties.”year ended December 31, 2021.

~~(d)~~(c) Amounts due from and due to Glory

~~Glory has made partial payment~~As of ~~$0.5 million on behalf of the Company to acquire the land use rights~~March 31, 2022 and December 31, 2021, the Company has ~~made payments of $0.2 million on behalf of Glory for some of its operational expenses during the year ended December 31, 2020. The net balance~~payables of $0.2 million and ~~$0.3~~$0.2 million, respectively, due to Glory as a result of ~~these payments~~the transactions incurred in 2020 and is recorded in “Amount due to related parties” ~~as of September 30, 2021 and December 31, 2020, respectively.~~.

~~(e) Fuzhou Note Receivable~~

~~Refer to Note 3 for the details.~~

~~(f) Receivable due from Ocasia~~

In the three months ended September 30, 2021, Seven Stars Energy PTD LTD (`"SSE"), one of Ideanomics' subsidiary, sent $0.2 million to Ocasia Group Holding LTD for the purpose of a business cooperation project. Ocasia returned $0.2 million in October 2021 because the project was put on hold.

~~(g) Receivable due from Mr. McMahon~~

In the three months ended September 30 2021, the Company paid his personal expense $0.1 million on behalf of Mr. McMahon and recorded as the "amount due from related parties" on the consolidated balance sheet.

~~(h) Long Term Investment to Guizhou Qianxi Green Environmentally Friendly Taxi Service Co. (“Qianxi”)~~

In November 2019, the Company entered into a share transfer agreement with Sichuan Shenma Zhixing Technology Co. (“Shenma”) to acquire its 1.72% ownership in Qianxi for consideration of $4.9 million, which was to be paid in 6 installments. Shenma was required to complete the share transfer registration prior to May 31, 2020, otherwise it will be required to return the consideration to the Company. The Company has paid $0.5 million as of September 30, 2021 and December 31, 2020 and recorded it on the “Other Non-Current Assets” since the share transfer registration is not completed yet. The Company is currently taking actions to resolve these matter.

~~(i)~~(d) Stock purchase consideration payable due to FNL

On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into ~~FNL, the~~FNL. The unpaid consideration of $0.1 million is recorded in the “Amount due to related ~~parties.”~~parties” in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021. Refer to Note 67 for additional information.

~~(j) Borrowing from Beijing Financial Holdings Limited~~

(d) Energica Notes Receivable

In the three months ended June 30 2020, the borrowing of $0.4 million from Beijing Financial Holding Limited was transferred to Dr. Wu, and was subsequently converted to shares at a conversion price of $0.59 per common share on June 5, 2020.

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Effective January 1, 2020, Beijing Financials Holding limited is considered a related party because MHTL is intended to act as a trustee over 10,000 common shares of MEG to effect a share-based compensation plan and has the same owner of Beijing Financial Holdings Limited.

~~(k) Zhu Note Receivable~~

In ~~May 2020, a subsidiary of~~October 2021 , the Company ~~Qingdao Chenyang Ainengju New Energy Sales and Service~~extended a revolving line of credit to Energica Motor Company ~~Limited ("Energy Sales") provided a note receivable to Mr. Jianya Zhu ("Mr. Zhu")~~ in the amount of ~~10.0 million RMB ($1.4 million). Mr. Zhu, through his wholly-owned entity Prime Capital Enterprise Pte. Ltd., provided collateral in the form~~$4.5 million. The parent company of ~~its 50.0% ownership~~Energica Motor Company is Energica, of Seven Stars Founder Space Industrial Pte. Ltd ("Founder Space.") Founder Space is also 50.0% owned by a related party, Seven Stars Innovative Industries Group Limited, an affiliate of Dr. Bruno Wu (“Dr. Wu”), the Chairman of the Company. Mr. Zhu agreed to repay 10.5 million RMB ($1.5 million) one month from the disbursement date. In September 2020, a third-party satisfied the note receivable and accrued interest in the amount of 10.5 million RMB ($1.5 million) on behalf of Mr. Zhu, andwhich the Company ~~terminated the note and collateral agreement.~~has 20% ownership. The revolving loan commitment termination date is December 31, 2022.

~~(l) Research~~On January 7, 2022, the Company entered into a loan agreement with Energica. Pursuant to this loan agreement, the Company may advance up to €5.0 million ($5.7 million) in installments, at an annual interest rate of Euribor plus 2.0%. The purpose of the loan is to provide working capital during the motorcycle manufacturing and ~~development contract with a related party~~purchasing season. During the three months ended March 31, 2021, the Company lent $1.4 million and $1.1 million to Energica Motor Company and Energica, respectively.

The Company has ~~entered~~provided a ~~research~~loan of $0.7 million to Energica Motor Company as of December 31, 2021, and ~~development contract with an entity with~~recorded in “notes receivable from related party” in the ~~total amount~~consolidated balance sheets. On March 14, 2022, the Company acquired Energica, the loans are eliminated on the consolidated financial statements as of ~~$2.8 million~~March 31, 2022. The interest income recognized is $28,476 for ~~EV design and technology development in~~ the three months ended ~~September 30 2020.~~ March 31, 2022.

(e) Energica Options

The Company ~~has paid $1.3~~lent $1.8 million into Energica senior management to exercise their options during the three months ended ~~September 30, 2020~~March 31, 2022. In April, the Company purchased 847,156 shares from option exercise in another $1.3 million. The $1.8 million was converted into the purchase price of the shares. The total $3.1 million is considered part of the acquisition price of Energica

Refer to Note 7 for the details

(f) Energica Purchases

During the three months ended March 31, 2022, Energica has purchased $0.1 million of material and services from three entities owned by one of its senior management team. The balance as of March 31, 2022 with these three entities are $1.3 million and recorded ~~this amount~~ in ~~"Research and development expense." One of~~“Amounts due to related parties” in the ~~shareholders of this entity holds a senior position in several of Dr. Wu’s affiliated entities.~~condensed consolidated balance sheets.

Note ~~15.~~16. Share-Based Compensation

As of ~~September 30, 2021,~~March 31, 2022, the Company had ~~22.9~~ 21.6 million options and ~~1.1~~1.0 million warrants outstanding.

The Company awards common stock and stock options to employees, consultants, and directors as compensation for their services, and accounts for its stock option awards to employees, consultants, and directors pursuant to the provisions of ASC 718, Stock Compensation. For the options with market conditions, the fair value of each award is estimated on the date of grant using Monte-Carlo valuation model and recognizes the fair value of each option as compensation expense over the derived service period. For the options with performance conditions, the fair value of each award is estimated on the date of grant using Black-Scholes Merton valuation model and recognizes the fair value of each option as compensation expense over the implicit service period. For Restricted stock and option awards only with service conditions, the fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period.

Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board of Directors approved the 2010 ~~Stock Incentive~~ Plan ~~(“the 2010 Plan”)~~ pursuant to which options or other similar securities may be granted. On October 22, 2020, the Company’s shareholders approved the amendment and restatement of the 2010 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 31.5 million shares to 56.8 million shares. As of ~~September 30, 2021,~~March 31, 2022, options available for issuance arare 17.6 million sh~~e 16.3 million shares.~~ares.

For the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ total share-based payments expense was ~~$15.2~~ $2.4 million and ~~$3.3~~$2.0 million, ~~respectively, and $19.2 million and $8.8 million for the nine months ended September 30, 2021 and 2020,~~ respectively.

(a)Stock Options

The following table summarizes stock option activity for the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:

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Options
Outstanding Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life (Years) Aggregate
Intrinsic
Value
Outstanding at January 1, 2021 25,087,416 $ 1.29 — $ —
Granted 9,377,000 2.50 — —
Exercised (5,589,084) 1.50 — 5,588,929
Expired (2,891,509) 1.73 — —
Forfeited (3,067,750) 0.63 — —
Outstanding at September 30, 2021 22,916,073 1.77 8.48 10,518,390
Vested as of September 30, 2021 12,369,305 1.47 7.94 8,010,123
Expected to vest as of September 30, 2021 10,546,768 2.13 9.11 2,508,267


	Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2022	21,843,781	$	1.74	—	$	—
Granted	430,000	1.01		—	—

Expired	(589,374)	2.54		—	—
Forfeited	(103,410)	2.33		—	—
Outstanding at March 31, 2022	21,580,997	1.71		8.27	4,047,624
Vested as of March 31, 2022	15,201,625	1.51		7.86	3,755,918
Expected to vest as of March 31, 2022	6,379,372	2.18		9.25	291,706

As of ~~September 30, 2021, $19.1~~March 31, 2022, $10.7 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of ~~1.6~~1.42 years. The total intrinsic value of shares exercised in the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 was $0.0 millionand ~~2020 was $5.6~~$0.5 million, ~~and $59,965,~~ respectively. The total fair value of shares vested in the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 was $2.2 million and ~~2020 was $5.4 million and $8.8~~$1.9 million, respectively. Cash received from options exercised in the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 were $0.0 million and ~~2020 were $8.4~~$0.3 million, ~~and $0,~~ respectively.

For the options ~~with performance conditions and only~~ with service conditions, the assumptions used to estimate the fair values of the stock options granted in the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ as follows:

~~Nine~~Three Months Ended

~~September 30, 2021~~March 31, 2022

~~September 30, 2020~~March 31, 2021

Expected term (in years)

~~4.79-7.17~~5.51-5.53

~~5.37-5.46~~5.51-5.53

Expected volatility

~~112.02%-129.63%~~123%

~~100.98%-101.55%~~120%-122%

Expected dividend yield

—

Risk free interest rate

~~0.51%-1.1%~~1.69%-2.12%

~~0.40~~

%0.51%-1.01%

~~For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the nine months ended September 30, 2021 as follows:~~


	~~Nine Months Ended September 30, 2021~~
~~Expected term (in years)~~	~~1.88~~
~~Expected volatility~~	~~106.92~~	%
~~Expected dividend yield~~	—	%
~~Risk free interest rate~~	~~1.31~~	%

(b)Warrants

In connection with certain of the Company’s service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The weighted average exercise price was ~~$4.00~~ $4.24 and the weighted average remaining life was ~~0.9~~ 0.4 years.

September 30, 2021 December 31, 2020
Warrants Outstanding Number of
Warrants
Outstanding and
Exercisable Number of
Warrants
Outstanding and
Exercisable Exercise
Price Expiration
Date
Service providers 200,000 200,000 $ 5.00 July 1, 2022
Service providers 700,000 700,000 2.50 February 28, 2022 - October 1, 2022
Service provider 100,000 — 7.50 January 1, 2023
Service provider 100,000 — 9.00 January 1, 2023
Total 1,100,000 900,000


	March 31, 2022	December 31, 2021
Warrants Outstanding	Number of Warrants Outstanding and Exercisable	Number of Warrants Outstanding and Exercisable	Exercise Price		Expiration Date
Service providers	200,000	200,000	$	5.00	July 1, 2022
Service providers	550,000	700,000	2.50		July 1, 2022 - October 1, 2022
Service provider	100,000	100,000	7.50		January 1, 2023
Service provider	100,000	100,000	9.00		January 1, 2023
Total	950,000	1,100,000

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(c)Restricted Shares

In July 2021, the Company granted 5.0 million restricted shares to 7 employees and directors under the “2010 Plan” which was approved by the Board of Directors. The restricted shares were all vested immediately on the grant date. The aggregated grant date fair value of all those restricted shares was $12.4 million.

~~A summary of the unvested restricted shares is as follows:~~

Shares Weighted-average fair value
Non-vested restricted shares outstanding at January 1, 2021 — $ —
Granted 5,025,000 2.46
Forfeited — —
Vested (5,025,000) 2.46
Non-vested restricted shares outstanding at September 30, 2021 — —

As of ~~September 30, 2021,~~March 31, 2022, there was $0 of unrecognized compensation cost related to unvested restricted shares.

Note ~~16.~~17. Earnings (Loss) Per Common Share

The following table summarizes the Company’s earnings (loss) per share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (USD in thousands, except per share amounts):

Three Months Ended Nine Months Ended
September 30,
2021 September 30,
2020 September 30,
2021 September 30,
2020
Net earnings (loss) attributable to common stockholders $ (50,851) $ (8,286) $ (64,526) $ (47,212)
Basic weighted average common shares outstanding 473,829,962 237,535,999 432,989,602 191,976,856
Effect of dilutive securities
Convertible preferred shares- Series A — — — —
Convertible promissory notes — — — —
Diluted potential common shares 473,829,962 237,535,999 432,989,602 191,976,856
Earnings (loss) per share:
Basic $ (0.11) $ (0.03) $ (0.15) $ (0.25)
Diluted $ (0.11) $ (0.03) $ (0.15) $ (0.25)

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	Three Months Ended
		March 31, 2022		March 31, 2021
Net earnings (loss) attributable to common stockholders		$	(28,512)	$	(6,482)
Basic weighted average common shares outstanding		497,359,747		391,125,134
Effect of dilutive securities
Convertible preferred shares- Series A		—		—
Convertible promissory notes		—		—
Diluted potential common shares		497,359,747		391,125,134
Earnings (loss) per share:
Basic		$	(0.06)	$	(0.02)
Diluted		$	(0.06)	$	(0.02)

Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period.

Diluted earnings (loss) per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive.

The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive (in thousands):


	March 31, 2022	December 31, 2021
Warrants	950	1,100
Options and RSUs	21,596	21,859
Series A Preferred Stock	933	933
Contingent shares	1,491	1,491
Convertible promissory note and interest	30,749	30,585
Total	55,719	55,968

43Note 18. Income Taxes

~~Table~~

In general, the Company has net operating loss carryovers creating deferred tax assets that, to the extent that they do not offset deferred tax liabilities, are reduced by a 80% valuation allowance. Certain deferred tax liabilities cannot be offset by deferred tax assets. These consist of ~~Contents~~state deferred tax liabilities of certain US subsidiaries that file separate state tax returns and of certain foreign subsidiaries. The Company also has certain deferred tax liabilities that can only be 80% offset by deferred tax assets relating to net operating loss carryovers that can only offset 80% of taxable income. During the three months ended March 31, 2022 there was an income tax benefit of $0.4 million. This consisted principally of $0.3 million state income tax benefits for US subsidiaries and $0.1 million of foreign income tax benefits.

September 30,
2021 December 31,
2020
Warrants 1,100 900
Options and RSUs 22,931 25,172
Series A Preferred Stock 933 933
Contingent shares 1,491 1,013
Total 26,455 28,018

In March 2022 approximately $4.7 million of deferred tax liabilities were recognized on the acquisition of Energica. These are included in “other liabilities” in the table in Note ~~17. Income Taxes~~7. The foreign income tax benefit for the period consists primarily of the reversal of some of this liability as a result of Energica losses.

During the three months ended ~~September 30,~~March 31, 2021 there was an income tax benefit of ~~$0.8~~$7.3 million ~~During the nine months ended September 30, 2021 there was an income tax benefit of $9.7 million.~~. This ~~benefit for the nine months ended~~ ~~September 30, 2021~~principally consisted of a reduction in the Company’s valuation allowance that resulted from the acquisitions ~~US Hybrid and Solectrac in the second quarter, and,~~of Timios and ~~WAVE, in the first quarter.~~WAVE. In ~~the case of each acquisition,~~both cases intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of ~~4 acquired businesses,~~Timios and WAVE, resulted in the recognition of ~~$11.0~~$8.3 million deferred tax ~~liabilities, none of which was in the three months ended September 30,2021.~~liabilities. The federal tax returns of ~~all 4 acquired businesses~~Timios and WAVE will be included in the Ideanomics and subsidiaries consolidated U.S. federal tax return. WAVE will be included in the state tax returns of Ideanomics. The federal deferred tax liabilities, and the WAVE state deferred tax liabilities created, resulted in the valuation allowance on Ideanomics’ deferred tax assets being reduced by ~~a similar~~an equal amount. Ideanomics’ net deferred tax assets that had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability and consequently were completely offset by a valuation

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allowance. Once the acquisitions of ~~4 acquired businesses~~Timios and WAVE occurred, a portion of Ideanomics’ deferred tax assets could be utilized in offsetting the newly acquired deferred tax liabilities, this resulted in a $7.4 millionone-time income tax benefit ~~of $9.1 million during the nine months ended September 30, 2021.~~

Timios ~~US Hybrid and Soletrac have~~has taxable income ~~or loss~~ reported on certain separate state tax returns and consequently ~~have~~has related state income tax expense or benefit. In the case of US Hybrid and Soletrac, which have losses, there are state income tax benefits consisting of those losses being used to reduce the state deferred tax liabilities recognized in the acquisitions. In the case of Timios,expense. The net state income tax expense ~~results from income. The net state income benefit~~ for Timios ~~US Hybrid and Solectrac~~ was ~~$0.8~~$0.2 million ~~and $0.6 million~~ for the three ~~and nine~~ months ended ~~September 30, 2021, respectively. The~~March 31, 2021. TT had a foreign income tax benefit ~~for both~~of $0.1 million principally because of the ~~three and nine months ended September 30, 2021 included a $0.6 million state~~ability of net operating losses to offset deferred tax ~~benefit related to the Timios impairment.~~liabilities. There are no other material income tax expenses or benefits for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. The Company had established a ~~100%~~80% valuation allowance against its net deferred tax assets, excluding ~~Timios, US Hybrid and Solectrac's’~~Timios’ net state deferred tax liabilities, due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.

~~During~~At March 31, 2022 and December 31, 2021, the ~~three and nine months ended September 30, 2020 income tax expense is nil because of net operating loss and~~Company’s deferred tax assets ~~related~~do not include $0.3 million of potential deferred tax assets, arising in 2021, not recognized because they do not meet the threshold for recognition. If these assets were to ~~the net operating loss carryovers utilized had been~~be recognized, they would be fully offset by a valuation allowance. ~~Company had established a 100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.~~

~~There~~Other than these, there were no uncertain tax positions that would prevent the Company from recording the related benefit as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Note ~~18.~~19. Commitments and Contingencies

Lawsuits and Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business.

Vendor Settlement

In the year ended December 31, 2020, Ideanomics preliminarily settled a payable of $1.7 million with one vendor for $1.3 million. The settlement were conditioned upon factors which did not expire until three months from the date of the settlement; therefore, the Company recognized the gain of $0.4 million in the year ended December 31, 2020.

Shareholder Class Actions and Derivative ~~Litigation~~

Litigations

On July 19, 2019, a purported class action, now captioned Rudani v. Ideanomics, Inc. et al. ~~Inc.~~, was filed in the United States District Court for the Southern District of New York against the Company and certain of its then current and former officers and

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directors. The Amended Complaint ~~alleges~~alleged violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. Among other things, the Amended Complaint ~~alleges~~alleged purported misstatements made by the Company in 2017 and ~~201~~2018, seeking damages. 8. As part of a mediation, the parties reached a settlement ~~in principle~~ for ~~$5.0 million.~~$5.0 million. The Court granted final approval of the settlement ~~agreement has been preliminarily approved by the Court and is subject to final court approval.~~

on January 25, 2022.

On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics Inc. et al. ~~Inc.~~, was filed in the United ~~State~~States District Court for the Southern District of New York against the Company and certain current officers and directors of the Company. Additionally, on July 7, 2020, a purported securities class action captioned Kim v. Ideanomics Inc. et al, was filed in the Southern District of New York against the Company and certain current officers and directors of the Company. Both cases alleged violations of Section 10(b) and 20(a) of the ~~Securities~~ Exchange Act ~~of 1934~~ arising from certain purported misstatements by the Company beginning in September 2020 regarding its ~~MEG~~Ideanomics China division. On November 4, 2020, the Lundy and Kim actions were consolidated and the litigation is now titled “In re Ideanomics, Inc. Securities Litigation.” In December 2020, the Court appointed Rene Aghajanian as lead plaintiff and an amended complaint was filed in February 2021, alleging violations of Section 10(b) and 20(a) of the ~~Securities~~ Exchange Act ~~of 1934~~ arising from certain purported misstatements by the Company beginning in March 2020 regarding its ~~MEG division.~~Ideanomics China division and seeking damages. The defendants filed a motion to dismiss on May 6, 2021. On March 15, 2022, the Court granted Defendants’ motions to dismiss in full and dismissed Plaintiff’s complaint. On April 14, 2022, Plaintiff sought leave to amend its complaint and Defendants opposed that request. The Court has not yet ruled on Plaintiff’s request to amend the complaint. While the Company believes that this action is without merit, there can be no assurance that the Company will prevail. We cannot predict the outcome of the pending request seeking leave to amend the complaint. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

On July 10, 2020, the Company was named as a nominal defendant, and certain of its former officers and directors were named as defendants, in a shareholder derivative action filed in the United States District Court for the Southern District of New York,

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captioned Toorani v. Ideanomics, et al. The Complaint alleges violations of Section 14(a) of the ~~Securities~~ Exchange Act of 1934, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and corporate waste and seeks monetary damages and other relief on behalf of the Company. Additionally, on September 11, 2020, the Company was named as a nominal defendant, and certain of its former officers and directors were named as defendants, in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Elleisy, Jr. v. Ideanomics, et al, alleging violations and allegations similar to the Toorani litigation. On October 10, 2020, the Court in the Elleisy and Toorani, consolidated these two actions. Additionally, on October 27, 2020, the Company was named as a nominal defendant, and certain of its former officers and directors were named as defendants, in a shareholder derivative action filed in the United States District Court for the District of Nevada, captioned Zare v. Ideanomics, et al, alleging violations and allegations similar to the Toorani and Elleisy litigation. The Company and certain of the defendants ~~including the Company,~~ have reached a settlement ~~in principle~~ in which the Company has agreed to certain corporate governance and internal procedure ~~reforms~~reforms. The Court granted final approval on March 1, 2022.

Merger-related Litigation and ~~is not expected to have a material financial impact on~~Demand Letters

Following the ~~Company. The settlement in principle is subject to finalization and approval~~announcement of the ~~Court.~~Company’s agreement to acquire VIA, the Company has received several demand letters on behalf of purported stockholders of the Company and the Company and certain of its officers and directors have been named as defendants in complaints filed and consolidated in the United States District Court for the Southern District of New York demanding the issuance of additional disclosures in connection with the merger. The specific complaints, all of which have been consolidated, have the following filing dates: Macmillan v. Ideanomics, Inc.et al.¸ December 2, 2021; Saee v. Ideanomics, et al., December 7, 2021; and Foran v. Ideanomics, Inc., et al., January 11, 2022. In those complaints, Plaintiffs allege that the Company’s Registration Statement on Form S-4 initially filed with the SEC on November 5, 2021, is false and misleading and purportedly omits material information regarding the Company’s acquisition of VIA. The Company believes that its disclosures comply fully with applicable law and that the demand letters and complaints are without merit. Nevertheless, in order to moot the purported deficiencies alleged in the demand letters and the complaints, avoid the risk of delaying the consummation of the merger, and minimize the costs, risks, and uncertainties inherent in litigation, the Company, without admitting any liability or wrongdoing, voluntarily provided certain supplemental disclosures. Nothing in those supplemental disclosures should be considered an admission of the legal necessity or materiality under applicable laws of any of the disclosures included. To the contrary, the Company denies all of the allegations in the demand letters and the complaints that any additional disclosures are required.

SEC Investigation

As previously reported, the Company is subject to an investigation by the ~~SEC~~Division of Enforcement of the United States Securities and ~~continues to respond to various information and requests from the SEC.~~Exchange Commission. The Company is ~~fully~~ cooperating with the ~~SEC’s~~investigation and has responded to requests for documents, testimony and ~~cannot~~information regarding various transactions and disclosures going back to 2017. At this point, we are unable to predict what the timing or the outcome of the SEC investigation may be or what, if any, consequences the SEC investigation may have with respect to the Company. However, the SEC investigation could result in additional legal expenses and divert management’s attention from other business concerns and harm our business. If the SEC were to determine that legal violations occurred, we could be required to pay civil penalties or other amounts, and remedies or conditions could be imposed as part of any resolution.

Ideanomics Audit Committee Investigation

On March 14, 2022, BDO informed the company that information related to the company’s operations in China indicated that an illegal act may have occurred. In response, the company’s Audit Committee engaged an Am Law 100 law firm and a nationally recognized forensics accounting firm to conduct a complete and thorough investigation and such investigation was completed by such parties to the Audit Committee’s satisfaction on July 17, 2022. The investigation concluded with no findings of improper or fraudulent actions or practices by the Company or any of its officers or employees with respect to any matters, including those raised by BDO.

Ideanomics, Inc. v. Silk EV Cayman LP

Silk executed a convertible promissory note in favor of Ideanomics on January 28, 2021, in the amount of $15.0 million plus interest. Payment of the original principal amount plus interest was due on January 28, 2022. Silk did not pay on the convertible promissory note when it became due. On April 27, 2022, Ideanomics filed suit against Silk in the Supreme Court of the State of New York, New York County, Index No 51668/2022 for non-payment of the convertible promissory note. Silk was timely served with the Summons and Notice of Motion for Summary Judgment in Lieu of Complaint.

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On June 1, 2022, Ideanomics agreed to dismiss the lawsuit without prejudice in exchange for Silk’s execution of a Confession of Judgment wherein Silk, through its Chairman, acknowledged its debt obligation under the convertible promissory note and agreed to a payment schedule, with interest continuing to run until payment in full at the rate of 6.0% per annum.

Following this ~~investigation.~~agreement, Silk did not remit payment according to the payment schedule. On August 16, 2022, Ideanomics obtained a judgment against Silk for $16.4 million including prejudgment interest of 6.0%, which will accrue post-judgment interest of 9% until paid. It has not been paid.

Note ~~19.~~20. Concentration of Credit and Foreign Currency Risks

~~(a)~~Concentration of Credit Risks

Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of ~~September 30, 2021,~~March 31, 2022 the Company’s cash ~~was~~and cash equivalents were held by financial institutions (located in the PRC, Hong Kong, Malaysia, the U.S. and Singapore) that management believes have acceptable credit. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances.

~~(b)~~(a)Foreign Currency Risks

A portion of the Company’s operating transactions are denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the ~~People’s Bank of China (“~~PBOC.”) Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance.

~~(c)~~(b)Cybersecurity Incident

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The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident. Although Timios is actively managing the impact of the cybersecurity incident, it has caused a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings during the reporting period. Timios has since recovered their operation capabilities. The cybersecurity incident has had a material adverse impact on Timios’ revenues. Daily orders are increasing and the company anticipates that a significant amount of the business lost immediately after the cybersecurity incident will be recovered in 2022, although there can be no assurances in this regard. Timios promptly notified third-parties who may have been affected by this incident, and its insurer has offered a one year credit monitoring service to those who may have been affected.

Timios has since recovered their operational capabilities, and has implemented multiple safeguards against future incidents, including but not limited to the establishment of a Chief Information Security Officer and a Security Operations Center that monitors the system against cyber threats twenty four hours a day. Timios still has yet to recover a significant portion of business lost as a result of the incident. Timios is uncertain to what degree any further revenue will be recovered. A class action lawsuit was filed against Timios as a result of the systems outage, which was settled within the limits of its insurance coverage. Timios has filed a claim with its insurer to recover a portion of the lost revenues and profits for the period from July 26, 2021 through January 27, 2022.

Note ~~20.~~21. Contingent Consideration

The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands):

September 30, 2021
Level I Level II Level III Total
DBOT - Contingent consideration1
$ — $ — $ 649 $ 649
Tree Technology - Contingent consideration2
— — 1,305 1,305
Wave - Contingent consideration3
— — 1,519 1,519
Solectrac - Contingent consideration4
— — 1,639 1,639
Total $ — $ — $ 5,112 $ 5,112

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December 31, 2020
Level I Level II Level III Total
DBOT - Contingent consideration1
$ — $ — $ 649 $ 649
Tree Technology - Contingent consideration2
— — 8,311 8,311
Total $ — $ — $ 8,960 $ 8,960


	March 31, 2022
	Level I		Level II		Level III		Total
DBOT - Contingent consideration1	$	—	$	—	$	649	$	649
Tree Technology - Contingent consideration2	—		—		119		119
Solectrac - Contingent consideration3	—		—		100		100
Total	$	—	$	—	$	868	$	868



	December 31, 2021
	Level I		Level II		Level III		Total
DBOT - Contingent consideration1	$	—	$	—	$	649	$	649
Tree Technology - Contingent consideration2	—		—		250		250
Solectrac - Contingent consideration3	—		—		100		100
Total	$	—	$	—	$	999	$	999

1This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of ~~September 30, 2021~~March 31, 2022 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the ~~nine months~~year ended ~~September 30, 2020~~December 31, 2021 and partially satisfied this liability. No shares have been issued in the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

2This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of ~~September 30, 2021.~~December 31, 2021 and 2020. The fair value of the Tree Technology contingent consideration was valued using a ~~scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors.~~probability-weighted discounted cash flow approach.

3This represents the liability incurred in connection with the acquisition of WAVE. The liability represents the combination of the contingent shares and the earnout. The contingent shares are the remaining shares to be issued contingent on the receipt of certain customer consents as disclosed in Note 6. The fair value of this contingent consideration was valued using a scenario-based method that indicated based on the probabilities that 100% of the consents will be received. the Company received some consents in the three months ended September 30, 2021 and issued 2.0 million shares accordingly. The earnout liability is dependent on WAVE achieving certain revenue and gross profit margin criteria in 2021, 2022 and cumulatively 2021 and 2022. The fair value of zero has been determined using a scenario-based method which indicated that none of the criteria are likely to be achieved.

4This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three ~~earnouts~~contingent considerations that were entered into at closing. The fair value ~~of $1.6 million has been~~was determined using ~~a scenario-based method which indicated partial achievement~~Monte-Carlo simulations.

DBOT Contingent Consideration

The fair value of the ~~criteria over~~DBOT contingent consideration as of March 31, 2021 and December 31, 2021 was valued using the ~~three years.~~Black-Scholes Merton model.

The significant unobservable inputs used in the fair value measurement of the contingent consideration includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. The following table summarizes the significant inputs and assumptions used in the model:


	March 31, 2021		December 31, 2021
Risk-free interest rate	0.1%		1.6	%
Expected volatility	30%		30	%
Expected term (years)	0.08		0.25
Expected dividend yield	—	%	—	%

Tree Technologies Contingent Consideration

The fair value of the Tree Technologies contingent consideration as of December 31, 2021 and 2020, was valued using a probability-weighted discounted cash flow approach which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement.

The following table summarizes the significant inputs and assumptions used in the probability-weighted discounted cash flow

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approach:


	March 31, 2021	December 31, 2021
Weighted-average cost of capital	15.0%	15.0%
Probability	5%- 10%	5%-10%

Solectrac Contingent Consideration

The fair value of the Solectrac contingent consideration as of March 31, 2021 was valued using a Monte-Carlo simulation model. The significant unobservable inputs include volatility, discount rate and the risk free rate, Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement. The following table summarizes the significant inputs and assumptions used in the model:


	March 31, 2021
Risk-free interest rate	3.4	%
Expected volatility	25.0	%
Expected discount rate	13.1	%

The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands):

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	Contingent Consideration
January 1, ~~2021~~2022	$	~~8,960~~999
~~Addition~~	~~9,297~~
~~Settlement~~	~~(6,138)~~
~~Measurement period adjustment~~	0
Remeasurement loss/(gain) recognized in the statement of operations	~~(7,006)~~(131)
~~September 30, 2021~~March 31, 2022	$	~~5,113~~868

Note ~~21.~~22. Subsequent Events

~~Convertible Debenture~~Timios Investment in Orangegrid

On ~~October 25, 2021 Ideanomics~~May 20, 2022, Timios purchased 6.6 million Series A-1 preferred share units in Orangegrid for a total investment of $3.0 million. Orangegrid is a is a developer and vendor of software technologies which improve the operational efficiency and effectiveness of financial institutions and their service providers. Timios and Orangegrid also entered into a strategic partnership making Timios the preferred provider of title, escrow, valuation and asset management services within OrangeGrid's GridReady default management ecosystem.

VIA Promissory Notes

As of December 31, 2021, the company had invested $42.5 million in VIA, in the form of convertible ~~debenture with~~promissory note.As of August 31, 2022, the company has invested an additional $24.6 million in VIA, in the form of the 2021 convertible promissory note ($12.9 million) and a new promissory note issued in May 2022 ($11.7 million).Both promissory notes bear interest at an annual rate of 4% and the new promissory note is due and payable in the event of the termination of the merger agreement on the twelve month anniversary date of such termination.

US Hybrid Escrow Shares

On July 12, 2022, the Company received 6.6 million shares of common stock back from the escrow agent pursuant to the triggering of a legal condition that permitted the Company to reclaim 100% of the shares held in escrow.The Company has concluded that the return of these shares do not constitute a change in the purchase consideration of US Hybrid and will account for this transaction as a Treasury Stock transaction in the third quarter is 2022.

Convertible Debenture Amendment

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On August 30, 2022, the Company and YA II PN ~~Ltd (“YA,”) with a~~agreed to amend the terms of the outstanding convertible note and entered into an amendment agreement dated August 29, 2022. As of August 29, 2022, the outstanding principal balance of the Original Debenture was $16.7 million. The amendments to the Original Debenture amended the principal amount to reflect the outstanding balance as of ~~$75.0 million. The note has a fixed~~August 29, 2022, change the maturity date to January 29, 2023 and adjust the conversion price to the lower of ~~$1.88. The conversion price is~~$1.50 or 85.0% of the lowest daily VWAP during the 7 consecutive Trading Days immediately preceding the Conversion Date or other date of determination, but not ~~subject to adjustment except for subdivisions or combinations~~lower than $0.20 per share of common stock. The ~~principal and~~Company shall not have the ~~interest payable~~right to prepay any amounts due under the ~~note~~Amended Debenture prior to the Maturity Date without the Investor’s prior written consent.

Standby Equity Purchase Agreement

On September 1, 2022, the company entered into a SEPA with YA II PN. The Company will ~~mature on October 24, 2022, unless earlier converted or redeemed by~~be able to sell up to sixty million of the ~~Company. At~~Company’s shares of common stock, par value $0.001 per share (the at the Company’s request any time ~~before~~during the ~~maturity~~36 months following the date of the SEPA’s entrance into force. The shares would be purchased at 95.0% of the Market Price (as defined below) and would be subject to certain limitations, including that YA ~~may convert the note at its option into up to 39.9 million~~could not purchase any shares ~~(excluding additional shares issuable upon accrued interest)~~that would result in it owning more than 5.0% of the Company’s common ~~stock at a fixed conversion~~stock. Market Price is the lowest daily VWAP of the Common Shares during the three consecutive trading days commencing on the advance notice date, other than the daily VWAP on any excluded days. VWAP means, for any trading day, the daily volume weighted average price of ~~$1.88.~~the Common Shares for such trading day on the principal market during regular trading hours as reported by Bloomberg L.P.

Pursuant to the SEPA, the Company is required to register all shares which YA may acquire. The ~~note contains customary events of default, indemnification obligations~~Company agreed to file with the SEC a Registration Statement (as defined in the SEPA) registering all of the shares of common stock that are to be offered and sold to YA pursuant to the SEPA. The Company ~~and other obligations and rights~~is required to have a Registration Statement declared effective by the SEC before it can raise any funds using the SEPA.

Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the ~~parties.~~month next following the 36-month anniversary of the Effective Date or (ii) the date on which the YA shall have made payment of Advances (as defined in the SEPA) pursuant to the SEPA for the Common Shares equal to the Commitment Amount (as defined in the SEPA).

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Cautionary Note Regarding Forward Looking Statements

This Form 10-Q contains “forward-looking” statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as ~~“may”, “will”, “expect”, “anticipate”, “estimate”, “believe”, “continue”,~~“may,” “will,” “expect,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. You should read statements that contain these words carefully because they discuss the Company’s future expectations, contain projections of the Company’s future results of operations or financial condition or state other “forward-looking” information. The Company believes that it is important to communicate its future expectations to its investors. However, these forward-looking statements are not guarantees of future performance and actual results may differ materially from the expectations that are expressed, implied or forecasted in any such forward-looking statements. ~~There may be events in the future that we are unable~~For example, forward-looking statements include all statements relating to, ~~accurately predict or control, including weather~~among others, our estimated and projected expenditures, cash flows, results of operations, financial condition and liquidity; our expectations regarding economic and competitive market conditions and ~~other natural disasters which may affect demand~~customer behavior; our plans and objectives for, and expectations regarding, future operations, growth and initiatives, industry trends, impact of the ~~Company’s products, and the product-development and marketing efforts~~Covid-19 pandemic, supply chain challenges; or expected outcome or effect of ~~its competitors. Examples of these events are more fully described in the Company’s 2020 Form 10-K under Part I. Item 1A. Risk Factors.~~pending or threatened legal disputes, litigation or audits.

Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, ~~Annual Report on Form 10-K,~~ Current Reports on Form 8-K and all amendments to those reports.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following management’s discussion and analysis is presented in four sections as below and should be read in conjunction with the condensed consolidated financial statements and the notes thereto and the other financial information appearing elsewhere in this report on Form 10-Q. In addition to historical information, the following discussion contains certain forward-looking information. See “Cautionary Note Regarding Forward Looking Statements” above for certain information concerning those forward-looking statements.

•Overview

•Results of Operations

•Liquidity and Capital Resources

•Outlook

OVERVIEW

Ideanomics, Inc. (Nasdaq: IDEX) was incorporated in the State of Nevada on October 19, 2004.

Through ~~September 30, 2021,~~March 31, 2022, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. Ideanomics Mobility is driving EV adoption by assembling a synergistic ecosystem of subsidiaries and investments across the three key pillars of ~~electric vehicles ("EV"):~~EV: Vehicles, Charging, and Energy. These three pillars provide the foundation for Ideanomics Mobility’s planned offering of unique business solutions such as ~~Charging as a Service (“CaaS”)~~CaaS and ~~Vehicle as a Service (“~~VaaS.”)

Ideanomics Capital is the Company’s ~~fintech~~ business ~~unit, which focuses~~focused on ~~leveraging technology and innovation to improve efficiency, transparency, and profitability for~~ the financial services ~~industry.~~and title and agency services in the real estate market. Ideanomics Capital has begun providing a range of financing programs in support of the sale of EVs and associated charging and energy systems by Ideanomics Mobility. Over time, it is Ideanomics intention to focus Ideanomics Capital solely as the financial services arm of Ideanomics Mobility and to divest its other fintech assets accordingly.

~~Restatement~~Immaterial Corrections of ~~Previously Issued Consolidated~~Prior Period Financial Statements

The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the ~~restatement~~prior period adjustments made to the previously reported Condensed Consolidated Financial Statements as of and for the periods ended March 31, ~~2021 and June 30,~~ 2021. For additional information and a detailed discussion of the Restatement, see Note 2, ~~“Restatement~~"Immaterial Corrections of ~~Previously Issued Condensed Consolidated~~Prior Period Financial Statements.”

Significant Transactions in the ~~Nine~~Three Months Ended ~~September 30, 2021~~March 31, 2022

~~Since December 31, 2020~~Energica Loan Agreement

On January 7, 2022, the Company ~~has completed a number of transactions that have expanded the scope of the Company’s EV and fintech activities, and has~~ entered into a ~~contract regarding~~loan agreement with Energica. Pursuant to this loan agreement, the ~~sale of Fintech Village and has completed the disposal of Grapevine Logic, Inc.~~

~~WAVE~~

~~On January 15, 2021 acquired 100% of privately held Wireless Advanced Vehicle Electrification, LLC. (“WAVE.”)~~

Founded in 2011, and headquartered in Salt Lake City, Utah, WAVE is a leading provider of inductive (wireless) charging solutions for medium and heavy-duty EVs. Embedded in roadways and depot facilities, the WAVE system automatically charges vehicles during scheduled stops. The hands-free WAVE system eliminates battery range limitations and enables fleets to achieve driving ranges that match that of internal combustion engines.

Deployed since 2012, WAVE has demonstrated the capability to develop and integrate high-power charging systems into heavy-duty EVs from leading commercial EV manufacturers. With commercially available wireless charging systemsCompany may advance up to ~~250kW~~€5.0 million ($5.7 million), in installments of €250,000 ($284,075), at an annual interest rate of Euribor plus 2.0%. The purpose of the loan is to provide working capital during the motorcycle manufacturing and ~~higher power systems~~purchasing season. The loan is unsecured, with interest payable semi-annually, on June 30 and December 31 of each year. The outstanding principal is due and payable in ~~development, WAVE provides custom fleet solutions for mass transit, logistics, airport~~two installments, on June 30, 2024 and ~~campus shuttles, drayage fleets, and off-road vehicles at ports and industrial sites.~~

Wireless charging systems offer several compelling benefits over plug-in-based charging systems, including reduced maintenance, improved health and safety, and expedited energy connection and are important to the deployment of autonomous

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driving vehicles. Furthermore, wireless in-route charging enables greater route lengths or smaller batteries while also maintaining battery life, thereby reducing costs for fleet operators. WAVE customers include what is currently the largest EV bus system in the U.S., the Antelope Valley Transit Authority, and its partnerships include Kenworth, Gillig, BYD, Complete Coach Works and the Department of Energy.December 31, 2024.

Energica ~~Motor Company, S.P.A. (“Energica”)~~Tender Offer

~~On March 3, 2021 the Company purchased 20% of Energica, the world’s leading manufacturer of high-performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE~~™ World Cup. Energica has combined zero emission EV technology with the pedigree of high-performance mobility synonymous with Italy’s Motor Valley to create a range of exceptional products for the high-performance motorcycle market. To support its products, it has developed proprietary EV battery and DC fast-charging in-house that has applications and synergies with Ideanomics’ broader interests in the global EV sector. On September 15, 2021, the Company announced it ~~has~~had entered into an agreement to launch a voluntary conditional tender offer in concert with the ~~Founders~~founders of Energica for shares of Energica, ~~Motor Company S.p.A. (Energica),~~ pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately ~~70%~~70.0%. The Energica ~~Founders~~founders shall continue to own ~~29%~~29.0% of Energica.

~~Silk EV Cayman LP (“Silk”)~~

On ~~January 28, 2021,~~February 9, 2022, the Company ~~invested $15.0~~wired €52.5 million (approximately $60.3 million) to an escrow account in ~~Silk EV via a promissory note. Silk is an Italian engineering~~order to facilitate and ~~design services company~~fund the conditional tender offer. On March, 7, 2022 the Company announced that ~~has recently partnered with FAW to form a new company (“Silk-FAW”) to produce fully electric, luxury vehicles~~it had achieved the 90.0% threshold for the ~~Chinese~~conditional tender offer. The transaction received final approval from Italian regulatory authorities and Global auto markets. Silk-FAW has exclusive rights to develop Hongqi-S brand high-end electric sports cars. The Hongqi brand is the most well known luxury auto brand in China. Silk-FAW vehicles are being designed in Italy’s Motor Valley and is attracting talent from the luxury and high performance auto market. Partnering with Silk provides access to Silk-FAW’s Innovation Centers providing us insight into technological advancements and all best-in-breed technology evaluated at those centers to support the development of high-performance sportscars (battery tech, power management systems, high performance motors.)

~~Timios Holdings Corp.~~

On January 8, 2021 the Company acquired 100% of privately-held Timios Holdings Corp. (“Timios.”) Timios, a U.S. nationwide title and escrow services provider, which has been expanding in recent years through offering innovative and freedom-of-choice-friendly solutions for real estate transactions. The products include residential and commercial title insurance, closing and settlement services, as well as specialized offerings for the mortgage process industry.

Ideanomics expects that Timios will become one of the cornerstones of Ideanomics Capital. Timios combines difficult to obtain local and state licenses, a knowledgeable and experienced team, and a scalable platform to deliver best-in-class services through both centralized processing and localized branch networks. Ideanomics will assist Timios in scaling its business in various ways, including referring client acquisitions and product innovation.

Founded in 2008 by real estate industry veteran Trevor Stoffer, Timios’ vision is to bring transparency to real estate transactions. The company offers title and settlement, appraisal management, and real-estate-owned (“REO”) title and closing services in 44 states and currently serves more than 280 national and regional clients.

~~Technology Metals Market Limited (“TM2”)~~

TM2 is a London based digital commodities issuance and trading platform for technology metals. It connects institutional investors, proprietary traders and retail investors with metals suppliers – miners, refiners, recyclers and mints. The platform focuses specificallyclosed on new metals that currently don’t have an active trading marketplace, such as rhodium, lithium, cobalt, rhenium, etc. The Company’s ownership interest in TM2 provides valuable data and insight into the global technology metals market, which is critical to the future of the Cleantech and EV industries. TM2 connects both pillars of Cleantech and Fintech. The types of metals and materials traded on the TM2 platform are critical to Cleantech (for EV battery production, energy storage systems, solar cells, etc.,) while the Fintech platform is innovative in representing these commodities which do not exist on traditional exchanges.

On January 28, 2021, the Company entered into a simple agreement for future equity with TM2 pursuant to which Ideanomics invested $2.1 million. This investment is a follow-on investment further the Company’s prior investment of $1.2 million in stock-based consideration in December 2019.March 14, 2022.

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~~Fintech Village~~Disposition of Seven Stars Energy Pte. Ltd.

On ~~January 28, 2021,~~February 9, 2022, the ~~Company’s Board of Directors accepted an offer of $2.75 million~~Company transferred its 51.0% interest in Seven Starts Energy Pte. Ltd. for ~~Fintech Village, and subsequently signed~~ a ~~sale contract on March 15, 2021.~~nominal amount. The Company ~~believes that Fintech Village met the criteria for held for sale classification on January 28, 2021. As the sale is expected~~expects to ~~be completed within one year, the land with~~record a carrying amount of $2.6 million and the asset retirement cost of $4.5 million are recorded as “Held for sale assets (Fintech Village”) in the current asset section of the condensed consolidated balance sheet. The Company has estimated the costs to sell Fintech Village to be $0.2 million and has recorded these costs in “Loss on disposal of subsidiaries, net.”

~~US Hybrid~~

On June 10, 2021, the Company completed the acquisition of US Hybrid Corporation (“US Hybrid.”) Founded in 1999, and headquartered in Torrance, California, US Hybrid has been providing innovative solutions including components, drive trains, and fuel cells to medium and heavy-duty commercial fleet operators. US Hybrid designs, manufactures, and markets integrated power conversion systems for battery electric, fuel cell, and hybrid vehicles, as well as systems for renewable energy generation and storage. The company has been leading the clean-tech revolution by offering integrated power conversion components and integrated motor drives, motors and controllers, distributed energy management systems, and DC-DC boost converters - equipment that is vital to the growth of the broader EV industry. In addition to its relationships with leading original equipment manufacturers, US Hybrid has delivered projects for the private and public sectors, including the defense industry and governmental customers.

US Hybrid has reliably demonstrated proven powertrain technology, along with DC-DC converters which possess high efficiency ratings and fast dynamic response capabilities. US Hybrid enjoys long-term commercial relationships in various industries including Commercial, Defense and Aerospace, and Transit/Municipal for its battery electric vehicle, fuel cell energy, and hybrid platforms.

The acquisition of US Hybrid brings to Ideanomics the application of U.S.-built technology, for use in its own vehicles, and significantly extends the company's capabilities in zero-emission transportation. US Hybrid will continue to service its existing customer base, and Ideanomics will assist them in scaling their business operations within the Ideanomics Mobility business division. US Hybrid operates from locations in California, Connecticut, and Massachusetts.

~~Solectrac, Inc.~~

On June 11, 2021, the Company completed the acquisition of privately held Solectrac, Inc ("Solectrac") pursuant to an agreement and plan of merger (the “Solectrac Agreement”) entered into on June 11, 2021. Solectrac developed 100 percent battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. Solectrac’s mission is to offer farmers independenceloss resulting from the ~~pollution, infrastructure, and price volatility associated with fossil fuels.~~

~~Grapevine Logic, Inc.~~

~~On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL Technologies, Inc., (“FNL”) the owner and operator~~disposition of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine Logic, Inc. (“Grapevine,”) a wholly-owned subsidiary of the Company focused on influencer marketing.~~Subsequent to this transaction, the Company owned 29.0% of the outstanding common stock of FNL.~~

~~Refer to Note 10 for additional information concerning the investment in FNL.~~

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~~Recent Developments~~

~~Convertible Debenture~~

~~On October 25, 2021, the Company entered into a convertible debenture with the YA II PN, Ltd. (the “Investor”) with a principal amount of $75.0 million maturing on October 24, 2022.~~

~~Minority Depository Institution Keepers Fund~~

~~On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in~~ ~~MDI Fund~~. The MDI Fund sponsored by the National Bankers’ Association, an organization of minority-owned banks that aim to increase inclusivity in the financial services industry. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021.

~~Prettl Electronics Automotive~~

On August 2, 2021, the Company announced a strategic investment in Prettl Electronics Automotive ("PEA"), a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($8.9 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA's Board of Directors.

~~Cybersecurity Incident~~

~~Equity Offering~~

On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through or to the Agent, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350.0 million (the “Placement Shares.”)$0.5 million.

Principal Factors Affecting the Company’s Financial Performance

The business is expected to be impacted by both macroeconomic and Ideanomics-specific factors. The following factors have been part of the transformation of the Company which affected the results of its operations in ~~2021~~2022 and ~~2020:~~2021:

•The Company’s ability to ~~transform~~access the ~~business~~equity and debt markets to ~~meet internal or external expectations of future performance~~obtain the working capital and investment capital required to fund its EV operations.~~. In connection with this transformation, the Company is~~ The Company’s EV businesses are in the ~~process of considerable changes, which include assembling a new management team~~development stage, are not profitable, and are not expected to be profitable and cash generative in the ~~United States and overseas, reconfiguring its business structure, continuing~~short to ~~further enhance~~medium term. Consequently, the ~~controls, procedures, and oversight during this transformation, and expanding~~EV businesses are highly dependent on the Company’s ~~mission and business lines~~ability to access the equity & debt capital markets to provide sufficient cash for ~~continued growth. It is uncertain whether~~ these ~~efforts will prove beneficial or whether the Company will be able~~businesses to continue to develop ~~the necessary business models, infrastructure~~their products, build large scale manufacturing capacity and ~~systems to support the businesses. To succeed, among other things, the Company will need to have or hire the right talent to execute the business strategy. Market acceptance of new product~~invest in sales and service offerings will be dependent in part on management’s ability to include functionality and usability that address customer requirements, and optimally price the products and services to meet customer demand and cover costs.marketing infrastructure.

•The Company’s ability to remain competitive. The Company will continue to face intense competition: these new technologies are constantly evolving, and the Company’s competitors may introduce new platforms and solutions that

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are superior. In addition, the Company’s competitors may be able to adapt more quickly to new technologies or may be able to devote greater resources to the development, marketing and sale of their products than the Company can. The Company may never establish and maintain a competitive position in the hybrid financing and logistics management businesses.

•The fluctuation in earnings from the deployment of the Company’s services through acquisitions, strategic equity investments, the formation of joint ventures, and through licenses of technology. The Company’s results of operations may fluctuate from period to period based on the entry into new transactions to expand the business. In addition, while management intends to contribute cash and other assets to the Company’s various investments, the Company does not intend for its holding company to conduct significant research and development activities. The Company intends research and development activities to be conducted by its technology partners and licensors. These fluctuations in growth or costs and in the Company’s various investments may contribute to significant fluctuations in the results of the Company’s operations.

Effects of COVID 19

~~Novel Coronavirus 2019 (“COVID-19”)~~COVID-19 is an infectious disease cause by severe acute respiratory syndrome coronavirus. The disease was first identified in December 2019 in Wuhan, the capital of China’s Hubei province, and has since spread globally, resulting in the ongoing COVID-19 pandemic. As of ~~October~~August 31, ~~2021,~~2022, over ~~246.7~~607.6 million cases had been reported across the globe, resulting in ~~5.0~~6.5 million de~~aths.~~deaths.

The spread of COVID-19 has caused significant disruption to society as a whole, including the workplace. The resulting impact toon the global supply chain has disrupted most aspects of national and international commerce, with government-mandated social distancing measures imposing stay-at-home and work-from-home orders in almost every country. The effects of social distancing have shut down significant parts of the local, regional, national, and international economies, for limited or extended periods of time, with the exception of government designated essential services.

In many parts of the world, stay-at-home and work-from-home orders were relaxed during the summer of 2020 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2020, ~~and continuing,~~ the U.S. as well as countries in Europe, South America and Asia began to experience an increase in new COVID-19 cases, and in some cases local, state, and national governments began to reinstate restrictive measures to stem the spread of the virus. The U.S. and other countries also experienced an increase in new COVID-19 cases after the fall and winter holiday season, with new, more infectious variants of COVID-19 identified. Various vaccines have been developed, with ~~vaccinations~~vaccination programs in effect worldwide, though reaching acceptable levels offor worldwide immunization against COVID-19 remains challenging at the local, regional and global level.

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The Company does not anticipate significant adverse effects on its operations’ revenue as compared to its business plan in the near- or mid-term, although the future effects of COVID-19 may result in regional restrictive measures which may constrain the Company’s operations, and supply chain shortages of various materials may have a negative effect on our EV sales or production capacity in the longer-term. The Company's ~~Treeletrik~~Tree Technologies business, which focuses on the sale of motorbikes in the ASEAN region, is experiencing disruption in its operations as a result the continued lockdowns in the region, which have adversely impacted its ability to fulfill committed orders.

The Company continues to monitor the overall situation with COVID-19 and its effects on ~~both~~ local, regional and global economies.

Information about Segment Presentation

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change such that it may have multiple reportable segments in the future. These will be Ideanomics Mobility, which will encompass the entities with businesses centered in the electric vehicle (“EV”) market, and Ideanomics Capital, which will encompass business centered in the finance/real estate marke

~~t, Other,~~ ~~and a corporate entity, with the combination/consolidation of all~~ ~~three~~ comprising the consolidated operations of the Company. The chief operating decision maker will review financial results at the segment level, and the Company has appointed one segment manager and is in the process of identifying and appointing an additional segment manager and revising its internal reporting, budgeting and forecasting process so as to be aligned with the anticipated corporate structure.

Ideanomics Mobility will drive EV adoption by assembling a synergistic ecosystem of subsidiaries and investments across the three key pillars of EV: Vehicles, Charging, and Energy. These three pillars provide the foundation for Ideanomics Mobility’s planned offering of unique business solutions such as ~~Charging as a Service (“CaaS”)~~CaaS and ~~Vehicle as a Service (“~~VaaS.”)

Ideanomics Capital will be the Company’s fintech business unit, which focuses on ~~leveraging technology~~providing a range of financing programs in support of the sale of EVs and ~~innovation~~associated charging and energy systems by Ideanomics Mobility. Over time, it is Ideanomics intention to ~~improve efficiency, transparency, and profitability for~~focus Ideanomics Capital as the financial services ~~industry.~~arm of Ideanomics Mobility and to divest its other fintech assets accordingly.

Our Unconsolidated Equity Investments

The investments where the Company exercises significant influence, but not control, are classified as long-term equity investments and accounted for using the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for its share of undistributed earnings or losses of the investee. Investment losses are recognized until the investment is written down to nil, provided that the Company does not guarantee the investee’s obligations or is committed to provide additional funding. Refer to Note 1011 of the notes to unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

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Consolidated Results of Operations

Comparison of Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ (USD in thousands):


		Three Months Ended								Three Months Ended
		September 30, 2021		September 30, 2020		Amount Change		% Change		March 31, 2022		March 31, 2021		Amount Change		% Change
Revenue	Revenue	$	27,047	$	10,620	$	16,427	n/m	Revenue	$	25,391	$	29,939	$	(4,548)	(15.2)	%
Cost of revenue	Cost of revenue	22,519		9,906		12,613		n/m	Cost of revenue	25,371		19,226		6,145		32.0
Gross profit	Gross profit	4,528		714		3,814		n/m	Gross profit	20		10,713		(10,693)		(99.8)

Operating expenses:	Operating expenses:								Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	28,876		7,636		21,240		n/m	Selling, general and administrative expenses	37,095		16,889		20,206		n/m
Research and development expense	Research and development expense	184		1,318		(1,134)		(86.0)	Research and development expense	1,014		10		1,004		n/m
Professional fees		9,387		3,968		5,419		n/m

Impairment losses	Impairment losses	21,033		3,275		17,758		n/m	Impairment losses	81		—		81		n/m
Change in fair value of contingent consideration, net	Change in fair value of contingent consideration, net	(5,099)		(4,179)		(920)		22.0	Change in fair value of contingent consideration, net	(131)		494		(625)		n/m
Litigation settlement									Litigation settlement	—		5,000		(5,000)		n/m
Depreciation and amortization	Depreciation and amortization	1,682		695		987		n/m	Depreciation and amortization	1,285		1,328		(43)		(3.2)
Total operating expenses	Total operating expenses	56,063		12,713		43,350		n/m	Total operating expenses	39,344		23,721		15,623		65.9

Loss from operations	Loss from operations	(51,535)		(11,999)		(39,536)		n/m	Loss from operations	(39,324)		(13,008)		(26,316)		n/m

Interest and other income (expense):	Interest and other income (expense):								Interest and other income (expense):
Interest income (expense), net		109		(2,014)		2,123		n/m

Interest income									Interest income	763		157		606		n/m
Interest expense									Interest expense	(579)		(574)		(5)		n/m
Loss on disposal of subsidiaries, net									Loss on disposal of subsidiaries, net	(148)		(30)		(118)		n/m
Conversion expense									Conversion expense	—		—		—		n/m
Gain on remeasurement of investment									Gain on remeasurement of investment	10,965		—		10,965		n/m
Gain on extinguishment of debt	Gain on extinguishment of debt	300		—		300		n/m	Gain on extinguishment of debt	—		—		—		n/m
Other income, net	Other income, net	8		5,283		(5,275)		(99.8)	Other income, net	191		(338)		529		n/m
Loss before income taxes and non-controlling interest	Loss before income taxes and non-controlling interest	(51,118)		(8,730)		(42,388)		n/m	Loss before income taxes and non-controlling interest	(28,132)		(13,793)		(14,339)		n/m
Income tax benefit	Income tax benefit	842		—		842		n/m	Income tax benefit	378		7,345		(6,967)		(94.9)
Equity in gain (loss) of equity method investees	Equity in gain (loss) of equity method investees	(819)		7		(826)		n/m	Equity in gain (loss) of equity method investees	(1,338)		(154)		(1,184)		n/m

Net loss	Net loss	(51,095)		(8,723)		(42,372)		n/m	Net loss	(29,092)		(6,602)		(22,490)		n/m

Net loss attributable to common shareholders	Net loss attributable to common shareholders	(51,095)		(8,723)		(42,372)		n/m	Net loss attributable to common shareholders	(29,092)		(6,602)		(22,490)		n/m

Net loss attributable to non-controlling interest	Net loss attributable to non-controlling interest	244		437		(193)		(44.2)	Net loss attributable to non-controlling interest	580		120		460		n/m

Net loss attributable to Ideanomics, Inc. common shareholders	Net loss attributable to Ideanomics, Inc. common shareholders	$	(50,851)	$	(8,286)	$	(42,565)	n/m	Net loss attributable to Ideanomics, Inc. common shareholders	$	(28,512)	$	(6,482)	$	(22,030)	n/m

n/m = Not Meaningful - represents percentage changes, in terms of absolute value over 100%.

Table of Contents

~~Consolidated Results of Operations~~

~~Comparison of Nine months ended September 30, 2021 and 2020 (USD in thousands):~~

Nine Months Ended
September 30, 2021 September 30, 2020
Amount
Change
%
Change
Revenue $ 87,832 $ 15,690 $ 72,142 n/m
Cost of revenue 63,161 14,676 48,485 n/m
Gross profit 24,671 1,014 23,657 n/m
Operating expenses:
Selling, general and administrative expenses 53,650 20,188 33,462 n/m
Research and development expense 429 1,318 (889) (67.5)
Professional fees 21,994 8,096 13,898 n/m
Impairment losses 21,033 10,363 10,670 n/m
Change in fair value of contingent consideration, net (7,006) (2,900) (4,106) n/m
Litigation settlement 5,000 — 5,000 n/m
Depreciation and amortization 4,445 1,651 2,794 n/m
Total operating expenses 99,545 38,716 60,829 n/m
Loss from operations (74,874) (37,702) (37,172) 98.6
Interest and other income (expense):
Interest expense, net (871) (14,061) 13,190 (93.8)
Loss on disposal of subsidiaries, net (1,446) — (1,446) n/m
Conversion expense — (2,266) 2,266 n/m
Gain on extinguishment of debt 300 — 300 n/m
Gain on remeasurement of investment 2,915 — 2,915 n/m
Other income, net 689 6,272 (5,583) (89.0)
Loss before income taxes and non-controlling interest (73,287) (47,757) (25,530) 53.5
Income tax benefit 9,667 — 9,667 n/m
Equity in loss of equity method investees (1,517) (8) (1,509) n/m
Net loss (65,137) (47,765) (17,372) 36.4
Deemed dividend related to warrant repricing — (184) 184 n/m
Net loss attributable to common shareholders (65,137) (47,949) (17,188) 35.8
Net loss attributable to non-controlling interest 611 737 (126) (17.1)
Net loss attributable to Ideanomics, Inc. common shareholders $ (64,526) $ (47,212) $ (17,314) 36.7

Revenues (USD in thousands)

Three Months Ended
September 30, 2021 September 30, 2020 Amount
Change %
Change
Electric vehicles* $ 9,236 $ 8,872 $ 364 4.1
Charging, batteries and powertrains 2,292 — 2,292 n/m
Title and escrow services 15,519 — 15,519 n/m
Combustion engine vehicles* — 1,268 (1,268) n/m
Digital advertising services and others — 480 (480) n/m
Total $ 27,047 $ 10,620 $ 16,427 n/m

~~Table of Contents~~

~~n/m = Not Meaningful - represents percentage changes, in terms of absolute value over 100%.~~

Nine Months Ended
September 30, 2021 September 30, 2020 Amount
Change %
Change
Electric vehicles* $ 18,322 $ 9,622 $ 8,700 90.4
Charging, batteries and powertrains 6,850 — 6,850 n/m
Title and escrow services 62,429 — 62,429 n/m
Combustion engine vehicles* — 5,160 (5,160) n/m
Digital advertising services and others 231 908 (677) (74.6)
Total $ 87,832 $ 15,690 $ 72,142 n/m


	Three Months Ended
	March 31, 2022		March 31, 2021		Amount Change		% Change
Electric vehicles products*	$	14,623	$	3,030	$	11,593	n/m
Electric vehicles services	83		33		50		n/m
Charging, batteries and powertrain products	254		1,485		(1,231)		(82.9)
Charging, batteries and powertrain services	452		140		312		n/m
Title and escrow services	9,925		24,841		(14,916)		(60.0)
Digital advertising services and others	—		197		(197)		n/m

Other revenue	54		213		(159)		(74.6)
Total	$	25,391	$	29,939	$	(4,548)	(15.2)

n/m = Not Meaningful - represents percentage changes, in terms of absolute value over 100%.

* The revenues were recorded on either a Principal or Agent basis, depending on the terms of the underlying transaction, including the ability to control the product and the level of inventory risk taken. In the nine months ended September 30, 2021, the revenue from the sale of electric vehicles were recorded on a Principal basis. In the nine months ended September 30, 2020, the EV revenues were recorded on either a Principal or Agency basis.

~~Three months ended September 30, 2021 as compared to the three months ended September 30, 2020~~

Revenue for the three months ended September 30, 2021 was $27.0 million as compared to $10.6 million for the same period in 2020, an increase of $16.4 million. The increase was mainly due to the Company’s acquisition of Timios, which generated revenue of $15.5 million for the three months ended September 30, 2021. No revenue was generated related to title and escrow services for the three months ended September 30, 2020.

In the three months ended September 30, 2021, the Company recognized $15.5 million revenue from the sales of title and escrow services, $9.2 million revenue from the sales of EVs, and $2.3 million revenue from sales of charging, batteries and powertrains. In the three months ended September 30, 2021, the Company acted in a Principal capacity in relation to vehicle sales.

In the three months ended September 30, 2020, the Company recognized $10.1 million revenue from the sales of vehicles, which included revenue of $1.3 million from the sale of traditional combustion vehicles.~~In the three months ended September 30, 2020, the Company acted in both a Principal and Agent capacity in relation to vehicle sales.~~ For those contracts in which it acted in a Principal capacity, revenues were recorded on a Gross basis and for those contracts where it acted in an Agent capacity the revenues were recorded on a Net basis.

~~Nine~~Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021

Revenue for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was ~~$87.8~~$25.4 million as compared to ~~$15.7~~$29.9 million for the same period in ~~2020, an increase~~2021, a decrease of ~~$72.1~~$4.5 million. The ~~increase~~decrease was mainly due to ~~the Company’s acquisition of~~a decreased in revenues from Timios, which ~~generated revenue of $62.4~~fell from $24.8 million ~~from the acquisition closing date through September 30, 2021. No revenue was generated related to title and escrow services~~ for the ~~nine~~three months ended ~~September 30, 2020.~~

InMarch 31, 2021 to $9.9 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2022. This decrease is due principally to two factors, one being the reduction in orders following the July 2021 cybersecurity incident and the ~~Company recognized $62.4~~other being the increase in interest rates which has seen the cost of refinancing rise and a resulting drop in the number of refinancing applications. This was partially offset by an $11.6 million ~~revenue from the sales of title and escrow service, $18.3 million revenue from the sales of EVs, and $6.9~~increase principally in revenue from sales of ~~charging, batteries and powertrains. In~~electric vehicle products in China which increased from $3.0 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 to $14.6 million for the ~~Company acted in a Principal capacity in relation to vehicle sales.~~

~~In the nine~~three months ended ~~September 30, 2020, the Company recognized $14.8 million revenue from the sales of vehicles, which included revenue of $5.2 million from the sale of traditional combustion vehicles.~~In the nine months ended September 30, 2020, the Company acted in both a Principal and Agent capacity in relation to vehicle sales. For those contracts in which it acted in a Principal capacity revenues were recorded on a Gross basis and for those contracts where it acted in an Agent capacity the revenues were recorded on a Net basis.March 31, 2022.

Cost of revenues (USD in thousands)


	Three Months Ended
		March 31, 2022		March 31, 2021		Amount Change		% Change
Electric vehicles products		$	14,732	$	3,027	$	11,705	n/m
Electric vehicles services		56		33		23		69.7
Charging, batteries and powertrains products		1,006		1,291		(285)		(22.1)
Charging, batteries and powertrain services		420		45		375		n/m
Title and escrow services		9,107		14,494		(5,387)		(37.2)

Digital advertising services and others		—		176		(176)		n/m
Other revenue		50		160		(110)		(68.8)
Total		$	25,371	$	19,226	$	6,145	32.0	%

Three months ended March 31, 2022 as compared to the three months ended March 31, 2021

Cost of revenues was $25.4 million for the three months ended March 31, 2022, as compared to $19.2 million for the three months ended March 31, 2021, an increase of $6.1 million. The increase was mainly due to the cost of revenues from Electric Vehicles Products which increased from $3.0 million for the three months ended March 31, 2021 to $14.7 million for the three months ended March 31, 2022, an increase of $11.7 million. This was partially offset by a $5.4 million decrease in cost of revenues from title and escrow services which decreased from $14.4 million for the three months ended March 31, 2021 to $9.1 million for the three months ended March 31, 2022.

Table of Contents

Three Months Ended Nine Months Ended
September 30, 2021 September 30, 2020 Amount
Change %
Change September 30, 2021 September 30, 2020 Amount
Change %
Change
Electric vehicles $ 9,160 $ 8,226 $ 934 11.4 $ 17,709 $ 8,658 $ 9,051 104.5
Charging, batteries and powertrains 2,212 — 2,212 n/m 5,861 — 5,861 n/m
Title and escrow services 11,147 — 11,147 n/m 39,399 — 39,399 n/m
Combustion engine vehicles — 1,229 (1,229) n/m — 5,121 (5,121) nm
Digital advertising services and others — 451 (451) n/m 192 897 (705) (78.6)
Total $ 22,519 $ 9,906 $ 12,613 n/m $ 63,161 $ 14,676 $ 48,485 n/m
Gross profit (USD in thousands)


	Three Months Ended
	March 31, 2022		March 31, 2021		Amount Change		% Change
Electric vehicles	$	(109)	3		$	(112)	n/m
Electric vehicles services	27		(1)		28		n/m
Charging, batteries and powertrains	(752)		194		(946)		n/m
Charging, batteries and powertrain services	32		95		(63)		(66.3)
Title and escrow services	818		10,347		(9,529)		(92.1)

Digital advertising services and others	—		21		(21)		n/m
Other revenue	4		54		(50)		(92.6)	%
Total	$	20	$	10,713	$	(10,693)	(99.8)

Gross profit ratio


	Three Months Ended
	March 31, 2022		March 31, 2021
Electric vehicles product	(0.7)	%	0.1	%
Electric vehicles services	32.5	%	(3.1)	%
Charging, batteries and powertrains products	(296.1)	%	13.1	%
Charging, batteries and powertrain services	7.1	%	67.9	%
Title and escrow services	8.2	%	41.7	%

Digital advertising services and others	—	%	10.7	%
Other revenue	7.4	%	25.2	%
Total	0.1	%	35.8	%

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~

~~Cost of revenues was $22.5 million for the three months ended September 30,~~March 31, 2021 as compared to $9.9 million for the three months ended September 30, 2020. The increase was mainly due to the Company’s acquisition of Timios, which had recorded cost of $11.1 million related to title and escrow service for the three months ended September 30, 2021. No cost related to title and escrow services were incurred for the three months ended September 30, 2020.

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

Cost of revenues was $63.2 million for the nine months ended September 30, 2021, as compared to $14.7 million for the nine months ended September 30, 2020. The increase was mainly due to the Company’s acquisition of Timios, which had recorded cost of $39.4 million related to title and escrow service from the acquisition closing date through September 30, 2021. No cost related to title and were incurred escrow services for the nine months ended September 30, 2020.

~~Gross profit (USD in thousands)~~

Three Months Ended Nine Months Ended
September 30, 2021 September 30, 2020 Amount
Change %
Change September 30, 2021 September 30, 2020 Amount
Change %
Change
Electric vehicles $ 76 $ 646 $ (570) (88.2) $ 613 $ 964 $ (351) (36.4)
Charging, batteries and powertrains 80 — 80 n/m 989 — 989 n/m
Title and escrow services 4,372 — 4,372 n/m 23,030 — 23,030 n/m
Combustion engine vehicles — 39 (39) n/m — 39 (39) n/m
Digital advertising services and others — 29 (29) n/m 39 11 28 n/m
Total $ 4,528 $ 714 $ 3,814 n/m $ 24,671 $ 1,014 $ 23,657 n/m

~~Gross profit ratio~~

Three Months Ended Nine Months Ended
September 30,
2021 September 30,
2020 September 30,
2021 September 30,
2020
Electric vehicles 0.8 % 7.3 % 3.3 % 10.0 %
Charging, batteries and powertrains 3.5 % — % 14.4 % — %
Title and escrow services 28.2 % — % 36.9 % — %
Combustion engine vehicles — % 3.1 % — % 0.8 %
Digital advertising services and others — % 6.0 % 16.9 % 1.2 %
Total 16.7 % 6.7 % 28.1 % 6.5 %

~~Three months ended September 30, 2021 as compared to the three months ended September 30, 2020~~

Gross profit for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$4.5 million,~~$20,000, as compared to gross profit in the amount of ~~$0.7~~$10.7 million during the same period in ~~2020.~~2021. The ~~increase~~decrease was mainly due to ~~the Company’s acquisition of Timios, which generated~~decreased gross profit ~~of $4.4 million related to~~on title and escrow ~~service~~services which fell from $10.3 million for the three months ended ~~September 30, 2021. There was no gross profit related~~March 31, 2021 to ~~title and escrow services~~$0.8 million for the three months ended ~~September 30, 2020.~~March 31, 2022.

The gross profit ratio for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~16.7%~~0.1%, while in ~~2020,~~2021, it was ~~6.7%~~35.8%. The ~~increase~~decrease was mainly due to ~~the high~~decline in gross margin from the sales of title and escrow services for the three months ended ~~September 30, 2021.~~March 31, 2022. . Both revenue and cost of revenue for title and escrow services decreased, but the costs did not fall proportional to the revenue thus resulting in decreased gross margin. Additionally, the gross margin earned on electric vehicle products, which principally consists of the sale of ride hailing vehicles in China, is very low and consequently, significantly higher revenues generated from this product do not materially impact gross margin. Additionally, the negative gross margin on charging, batteries, and powertrains products continues to negatively impact the Company’s overall gross profit ratio.

Selling, general and administrative expenses

Three months ended March 31, 2022 as compared to the three months ended March 31, 2021

Selling, general and administrative expenses for the three months ended March 31, 2022 were $37.1 million as compared to $16.9 million for the same period in 2021, an increase of $20.2 million. Selling, general and administrative expense includes compensation & benefits costs, professional fees and marketing and other costs. Compensation & benefits expense increased due to hiring of additional staff in the corporate and head office functions to support the continuing growth of the business, incremental costs associated with businesses purchased after March 31, 2021, partially offset by lower performance based compensation in the Company's Title & Escrow Agency business. The increase in professional fees was principally due to increased consulting costs related to regulatory filings, transaction fees associated with the acquisition of Energica, audit fees, legal fees related to patents and investor relations expenses.

Research and development expense

5825

Table of Contents

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

Gross profit for the nine months ended September 30, 2021 was $24.7 million, as compared to gross profit in the amount of $1.0 million during the same period in 2020. The gross profit ratio for the nine months ended September 30, 2021 was 28.1%, while in 2020, it was 6.5%. The increase was mainly due to the high gross margin from sales of title and escrow services for the nine months ended September 30, 2021.

~~Selling, general and administrative expenses~~

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

~~Selling, general and administrative expenses for the three months ended September 30, 2021 were~~ ~~$28.9 million~~ ~~as compared to~~ ~~$7.6 million~~ ~~for the same period in 2020, an increase of~~ ~~$21.2 million~~. The increase was principally due to Stock Based Compensation expense related to RSU grants made in the current quarter, costs related to the operations of Timios, WAVE, Solectrac & US Hybrid acquisitions which were completed in the current year and increased compensation, payroll tax & benefit expense related to increased headcount to build out the company’s operations and recruiting costs.

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

~~Selling, general and administrative expenses for the nine months ended September 30, 2021 were~~ ~~$53.7 million~~ ~~as compared to~~ ~~$20.2 million~~ ~~for the same period in 2020, an increase of~~ ~~$33.5 million~~, or almost 166%. The increase was principally due to costs related to the operations of Timios, WAVE, Solectrac & US Hybrid acquisitions completed in the current year, Stock Based Compensation expense related to RSU grants made in the third quarter 2021, and compensation, payroll tax & benefit expense due to increased headcount related to building out the company’s operations and related recruiting costs.

Research and development expense

~~Three months ended September 30, 2021 as compared to the three months ended September 30, 2020~~

~~Research and development expense~~ was ~~$0.2~~$1.0 million in the three months ended ~~September 30, 2021~~March 31, 2022 as compared to ~~$1.3 million~~ ~~million~~$10,000 for the three months ended ~~September 30, 2020 a decrease~~March 31, 2021 an increase of ~~$1.1~~$1.0 million. ~~The expense for the prior period included costs related to research into EV trucks, there was no expense research related to EV trucks in the current quarter.~~ Expense in the current quarter was primarily incurred in ~~connection with EV motorbikes in Malaysia and~~ research and development activities in Wave, Solectrac and ~~Solectrac.~~

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

Research and development expense was $0.4 million in the nine months ended September 30, 2021, as compared to $1.3 million for the nine months ended September 30, 2020 a decrease of $0.9 million. The expense for the prior year included costs related to research into EV trucks, there was no expense research related to EV trucks in the current year. Expense in the current period was primarily incurred in connection with EV motorbikes in Malaysia. and research and development activities in Wave and Solectrac.

~~Professional fees~~

~~Three months ended September 30, 2021 as compared to the three months ended September 30, 2020~~

~~Professional fees for the three months ended September 30, 2021 were~~ ~~$9.4 million~~ ~~as compared to $4.0 million for the same period in 2020, an increase of~~ ~~$5.4 million~~. The increase was related to a transaction fee incurred for advice on the contemplated acquisition of Via Motors, advice related to acquisition related activity and patents, fees for general corporate related activity and advice related to Intellectual Property.

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

~~Professional fees for the nine months ended September 30, 2021 were~~ ~~$22.0 million~~ ~~as compared to $8.1 million for the same period in 2020, an increase of~~ ~~$13.9 million~~. The increase in legal fees was related to advice on mergers and acquisitions, general corporate advice and responding to regulatory inquiries due primarily to costs associated with mergers and acquisitions activity including a transaction fee incurred for advice on the contemplated acquisition of Via Motors, due diligence reviews and work related to the integration of acquired businesses and advice related to Intellectual Property.

~~Table of Contents~~

US hybrid.

Impairment losses

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

In the three months ended ~~September 30, 2021,~~March 31, 2022, the Company recorded impairment losses of ~~$21.0~~$0.1 million as which represents the ~~Company decided to fully impair a cost method investment, which is decided to take step to wind up~~impairment of the ~~business by voluntarily liquidation.~~interest accrued of available for sale securities during the first quarter of 2022.

InThere was no impairment during the three months ended ~~September 30, 2020, the Company recorded an impairment loss of $3.2 million related to Fintech Village assets after performing an impairment analysis..~~

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

~~For the nine months ended September 30, 2021, the Company recorded an impairment loss of~~ ~~$21.0 million as the Company decided to fully impair a cost method investment.~~

For the nine months ended September 30, 2020, the Company recorded an impairment loss of $3.2 million related to Fintech Village assets because the Company decided not to continue the development of Fintech Village, an impairment loss of $1.0 million related to the DBOT right of use assets and $5.9 million related to the New York headquarters’ right of use assets, leasehold improvement and fixed assets because the Company decided to cease use the office and vacated the space subsequently. The Company also recorded an impairment loss of $0.3 million related to another current asset.March 31, 2021.

Change in fair value of contingent consideration, net

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

The change in fair value of contingent consideration, net was ~~$5.1~~$0.1 million for the three months ended ~~September 30, 2021~~March 31, 2022 represents the remeasurement of the contingent consideration payable to Tree Technology shareholders.

The change in fair value of contingent consideration, net was ~~$4.2~~$0.5 million for the three months ended ~~September 30, 2020~~March 31, 2021 represents the remeasurement of the contingent consideration payable to Tree Technology shareholders.

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

The change in fair value of contingent consideration, net was $7.0 million for the nine months ended September 30, 2021 represents the remeasurement of the contingent consideration payable to the Tree Technology shareholders.

The change in fair value of contingent consideration, net was $2.9 million for the nine months ended September 30, 2020 represents the remeasurement loss of $1.5 million of the contingent consideration payable to the former DBOT shareholder and remeasurement gain of $4.4 million of the contingent consideration payable to the Tree Technology shareholders.

Litigation settlement

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

There were no litigation settlement expenses recorded for the three months ended ~~September 30, 2021, and 2020, respectively.~~

~~Nine months ended September 30, 2021 as compared to the ninemonths ended September 30, 2020~~March 31, 2022.

The Company recorded a $5.0 million litigation settlement as a result of the agreement reached by both parties on the mediation in ~~April, 2021. There were no such litigation settlements in~~ the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021.

Depreciation and amortization

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

Depreciation and amortization for the three months ended ~~September 30, 2021~~March 31, 2022 was ~~$1.7~~$1.3 million as compared to ~~$0.7~~$1.3 million for the same period in ~~2020,~~2021, an decrease of $0.0 million. There was no change in the depreciation and amortization due to the 2021 acquisitions, offset by the impairment of the intangibles in the three months ended December 31, 2021.

Interest Income

Three months ended March 31, 2022 as compared to the three months ended March 31, 2021

Interest income for the three months ended March 31, 2022 was $0.8 million compared to $0.2 million compared to the same period of 2021, an increase of ~~$1.0 million. The increase~~$0.6 million., related to income from note receivable. During 2021 interest income was ~~mainly due~~derived from Silk EV compared to 2022 interest income is from Inobat, EV riderz, Silk EV, Via Motors and Energica.

Interest expense

Three months ended March 31, 2022 as compared to the ~~increase~~three months ended March 31, 2021

Interest expense of $0.6 million for the three months ended March 31, 2022, was in ~~amortization expense recorded by Timios, WAVE, Solectrac and US Hybrid, which were acquired in~~line with the ~~first half year~~same period of 2021.

Loss on disposal of subsidiaries, net

6026

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~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

~~Depreciation and amortization for the nine months ended September 30, 2021 was~~ ~~$4.4 million~~ ~~as compared to $1.7 million for the same period in 2020, an increase of~~ ~~$2.8 million. The increase was mainly due to the increase in amortization expense recorded by Timios and WAVE, which were acquired in the first half year of 2021.~~

~~Interest expense, net~~

~~The following table summarizes the breakdown of the interest income (expense) (in thousands):~~

Three Months Ended Nine months ended
September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020
Interest, net $ 109 $ (289) $ (871) $ (887)
Amortization of discount — (1,725) — (13,174)
Total $ 109 $ (2,014) $ (871) $ (14,061)

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

~~Interest expense decreased $2.1 million to a~~ ~~$0.1 million gain~~ for the three months ended September 30, 2021, from $2.0 million during the same period of 2020. The interest income during 2021 mainly represents the income earned from the notes receivable, The interest expense during 2020 was primarily related to the beneficial conversion feature of convertible debt that were either converted or repaid in 2020 with a resulting decrease in interest expense.

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

Interest expense decreased $13.2 million to $0.9 million for the nine months ended September 30, 2021, from $14.1 million during the same period of 2020. The interest expense during 2020 was primarily related to the beneficial conversion feature of convertible debt that were either converted or repaid in 2020 with a resulting decrease in interest expense.

~~Loss on disposal of subsidiaries, net~~

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

Loss on disposal of subsidiaries, net mainly represents ~~the~~$180,000 loss ~~incurred~~ on ~~the sale~~disposal of ~~Grapevine and the estimated costs to sell Fintech Village.~~

~~Conversion expense~~

Conversion expense of $2.3 million for the nine months ended September 30, 2020 represents the expense recognized as a result of the reduction of conversion price to induce the conversion of the convertible notes from related parties.There were no such conversions inSSE during the three months ended ~~September 30, 2020.~~

~~There were no such conversions in~~March 31, 2022. Compared to the ~~three and nine months ended September 30, 2021.~~same period 2021, the company recorded a $30,180 dilution loss on Solectrac.

Gain on remeasurement of investment

Gain on remeasurement of investment of ~~$— million and $2.9~~$11.0 million in the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 resulted from remeasuring the Company's investment in ~~Solectrac to its fair value of the date the Company obtained the remainder of the Solectrac shares outstanding and commenced consolidating Solectrac.~~Energica.

There were no such remeasurements in the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021.

Other income, net

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

Other income (expense), net has ~~decreased $5.3~~increased $0.5 million to $—$0.2 million for the three months ended ~~September 30, 2021 from $5.3 million million~~March 31, 2022 mainly represents the fair value adjustment on Inobat during ~~the same period of 2020 mainly due to that the Company reached agreement with landlord to~~

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~~terminate its New York City headquarters lease at 55 Broadway and recorded a one-time gain of $4.9 million~~2022. The loss in the ~~three months ended September 30 2020.~~

~~Nine months ended September 30,~~first quarter of 2021, ~~as compared~~mainly represents the estimated costs to ~~the nine months ended September 30, 2020~~

Other income (expense), net has decreased $5.6 million to $0.7 million for the nine months ended September 30, 2021 from 6.3 million during the same period of 2020 mainly due to that the Company reached agreement with landlord to terminate its New York City headquarters lease at 55 Broadway and recorded a one-time gain of $4.9 million in the three months ended September 30 2020.sell Fintech Village.

Income tax (expense) benefit

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

During the three months ended ~~September 30, 2021,~~March 31, 2022, the income tax ~~expense~~benefit of ~~$0.8~~$0.4 million ~~is mainly due to deferred~~, this consisted principally of $0.3 million state income tax benefits ~~$0.6~~for US subsidiaries and $0.1 million of ~~one time from Timios impairment.~~foreign income tax benefits.

During the three months ended September 30, 2020, the income tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. Company had established a 100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.

~~Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020~~

~~During the nine months ended September 30,~~March 31, 2021, the income tax benefit of ~~$9.7~~$7.3 million is mainly due to ~~$9.1~~a reduction in the Company’s valuation allowance of $7.4 million that resulted from the acquisitions of ~~one-time benefits relating to acquisitions~~Timios and ~~net~~WAVE, partially offset by the $0.2 million state income ~~expense $0.6 million for recently acquired entities.~~

~~During the nine months ended September 30, 2020,~~taxes mainly from Timios that has taxable income reported on certain separate state tax returns and consequently has related state income tax ~~expense is nil~~expense. TT had a foreign income tax benefit of $0.1 principally because of the ability of net operating ~~loss and~~losses to offset deferred tax ~~assets related to the net operating loss carryovers utilized had been offset by a valuation allowance.~~liabilities. The Company had established a ~~100.0%~~100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.

Equity in loss of equity method investees

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~March 31, 2021

Equity in loss of equity method investees increased ~~$0.8~~$1.2 million to~~$0.8~~ $1.3 million for the three months ended ~~September 30, 2021~~March 31, 2022 from ~~$7,000~~$0.2 million during the same period of ~~2020.~~2021. The ~~increase is due to~~2022 decrease mainly represents the equity ~~in the losses of Solectrac,~~pick up from Energica, FNL, MDI , TM2 and ~~FNL.~~

~~Nine months ended September 30,~~Prettl, while 2021 ~~as compared to the nine months ended September 30, 2020~~

~~Equity in loss of equity method investees increased~~ ~~$1.5 million~~ to ~~$1.5 million~~ ~~for the nine months ended September 30, 2021 from $8,000 during the same period of 2020. The increase is due to~~represents the equity ~~in the losses of Solectrac, Energica~~pick up from TM2 and ~~FNL.~~

~~Deemed dividend related to warrant repricing~~

Deemed dividend related to warrant repricing of $0.2 million for nine months ended September 30, 2020 resulted from the reduction of the exercise prices of warrants issued in connection with convertible promissory notes. There is no repricings in the three months ended September 30, 2020.

~~There were no such repricings in the three and nine months ended September 30, 2021.~~Solectrac.

Net loss attributable to non-controlling interest

Three months ended ~~September 30, 2021~~March 31, 2022 as compared to the three months ended ~~September 30, 2020~~

~~Net loss attributable to non-controlling interests was $0.2 million for the three months ended September 30,~~March 31, 2021 compared to a net loss of $0.4 million in the same period in 2020. The increase is primarily due to the increase in loss of our investment with Tree Technologies, partially offset by the decrease in loss of iUnicorn.

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Net loss attributable to non-controlling interests was $0.6 million for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 compared to a net loss of ~~$0.7~~$0.1 million in the same period in ~~2020.~~2021. The increase is primarily due to the increase in ~~loss of our investment with Tree Technologies, partially offset by~~ the ~~decrease~~Energica equity pick up and the increase in ~~loss of iUnicorn.~~the Company's ownership in new energy to 100%, therefore no NCI pick up in 2022.

Liquidity and Capital Resources

As of ~~September 30, 2021,~~March 31, 2022, the Company had cash of ~~$256.9~~$170.8 million. Approximately ~~$30.5~~$28.2 million was held in accounts outside of the United States, primarily in Hong Kong and the PRC.

Due to the strict regulations governing the transfer of funds held in the PRC to other jurisdictions, the Company does not consider funds held in its PRC entities to be available to fund operations and investment outside of the PRC and consequently does not include them when evaluating the liquidity needs of its businesses operating outside of the PRC.

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Timios holds various regulatory licenses related to its business as a title insurance agency and is required to hold a minimum cash balance of $2.0 million. As a broker-dealer, ~~DBOT~~JUSTLY has minimum capital requirements. ~~DBOT~~JUSTLY had cash of $0.2 million as of ~~September 30, 2021,~~March 31, 2022, which was necessary for ~~DBOT~~JUSTLY to meet its minimum capital requirements. The Company consolidates a 51.0% owned investment in an entity which is based in Singapore. This entity had cash of $0.2 million as of September 30, 2021. The agreement of the Company’s partner in this entity is required prior to disbursement of this entity’s funds for certain defined expenditures.

The following table provides a summary of net cash flows from operating, investing and financing activities (in thousands):


		Nine Months Ended					Three Months Ended
		September 30, 2021		September 30, 2020			March 31, 2022		March 31, 2021
Net cash used in operating activities	Net cash used in operating activities	$	(42,238)	$	(21,918)	Net cash used in operating activities	$	(41,920)	$	2,571
Net cash used in investing activities	Net cash used in investing activities	(191,787)		(486)		Net cash used in investing activities	(57,157)		(86,129)
Net cash provided by financing activities	Net cash provided by financing activities	325,291		45,737		Net cash provided by financing activities	(230)		273,659
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(100)		1,639		Effect of exchange rate changes on cash	201		(9)
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	91,166		24,972		Net increase in cash and cash equivalents	(99,106)		190,092
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	165,764		2,633		Cash and cash equivalents at beginning of period	269,863		165,764
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	256,930	$	27,605	Cash and cash equivalents at end of period	$	170,757	$	355,856

Operating Activities

Cash used in operating activities was ~~$(42.2)~~$41.9 million for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to cash ~~used~~provided in operating activities of ~~$(21.9)~~$2.6 million in the same period in ~~2020.~~2021. This was primarily due to: (1) ~~a reduction~~an increase in net loss to ~~$(65.1)~~$29.1 million in the current period as compared to a net loss of ~~$(47.8)~~$6.6 million in the same period of ~~2020,~~2021, (2) total non-cash adjustments resulted in a decrease to net loss of ~~$27.6~~$5.3 million and ~~$29.3~~$1.8 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively; and (3) total changes in operating assets and liabilities resulted in ~~$(4.7)~~$7.5 million and ~~$(3.4)~~$11.0 million in cash used in operating activities for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Investing Activities

Cash used in investing activities was ~~$(191.8)~~$57.2 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2022, which was primarily due to expenditures incurred for the acquisition of Energica. Cash used in investing activities was $86.1 million for the three months ended March 31, 2021, which was primarily due to expenditures incurred for the ~~acquisitions~~acquisition of Timios and WAVE, ~~Solectrac and US Hybrid,~~ the ~~investments~~investment in Energica ~~TM2, Via Motor, MDI fund and FNL~~ and the acquisition of the convertible ~~notes~~note with Silk EV and Via Motor. Cash used in investing activities was $(0.5) million for the nine months ended September 30, 2020, which was primarily due to the Company entering into two notes receivable of $1.9 million and receipt one of the note repayments of $1.5 million.EV.

Financing Activities

In the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, the Company did not received ~~$325.3 million~~any cash from financing activities versus ~~$45.7~~$273.7 million in the same period in the prior year. ~~The~~There was no issuance of convertible notes ~~generated $220.0 million~~ in the current period as compared to ~~$2.0~~$220.0 million in the same period of ~~2020. The exercise~~2021. There was no exercises of warrants and stock options and issuance of common stock generated ~~$185.3 million~~during the three months ended March 2022 as compared to ~~$39.1~~$53.7 million in the same period of 2020. In the period ended September 30, 2021, the Company made a repayment of $(80.0) million to settle a convertible note. In the period ended September 30, 2020 the Company received $7.1 million from a non-controlling shareholders contribution and made a repayment of $(3.0) million to a related party and received a loan of $0.5 million from the Small Business Paycheck Protection Program.

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2021.

The Company expects to continue to raise both equity and debt finance to support the Company’s investment plans and operations.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements are obligations the Company has with nonconsolidated entities related to transactions, agreements or other contractual arrangements. The Company holds interests in investments accounted for under the equity method of accounting. The Company does not control these investments and therefore does not consolidate them.

The Company does not have other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in its securities.

Seasonality

The Company expects that orders and sales in its Ideanomics Mobility business unit will be influenced by the amount and timing of budgeted expenditure by its customers. Typically, the Company would expect to see higher sales at the start of the year when companies start executing on their capital programs and at the end of the year when companies are spending any

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surplus or uncommitted budget before the new budget cycle commences. The Company’s operating businesses are in the early stage of their development and consequently do not have sufficient trading histories to project seasonal buying patterns with any degree of confidence.

Orders and sales in our Ideanomics Capital business unit will principally be influenced by changes in interest rates and the resulting impact on in the U.S. housing market particularly as it relates to purchases of homes and the refinancing of existing mortgages which are central to our Timios business.

OUTLOOK

The Company has two distinct business units, Ideanomics Mobility and Ideanomics Capital. Each is focused on the growth opportunity, fueled by technological and legislative disruption, taking place in the automotive, energy, and financial services industries. Ideanomics Mobility has as its mission the acceleration of commercial adoption of electric vehicles. Ideanomics Capital focuses on providing a range of financing programs in support of the sale of EVs and associated charging and energy storage systems by Ideanomics Mobility. The Company believes these two business units provide an opportunity for the Company to benefit from the value creation that can be achieved in the short, medium, and ~~long term~~long-term through establishing competitive products and services which can enable the capture of market share sufficient to sustain profitable operations.

~~The Company anticipates making continued investments in both the Ideanomics Mobility and Ideanomics Capital business units.~~

IDEANOMICS MOBILITY

The ~~transition~~Ideanomics Mobility business unit seeks to ~~BEV & FCEV, driven by global air quality goals and supported through government incentives and subsidies, is underpinned by favorable Total Cost~~accelerate the commercial adoption of ~~Ownership (TCO) for EV vehicles when compared to existing internal combustion engine (ICE) vehicles and continues to provide favorable market conditions for Ideanomics Mobility.~~

electric vehicles. The Company’s ~~electric vehicle (EV)~~EV and technology acquisitions during 2021 ~~have created~~completed the foundation for the development of four product-focused verticals comprised of off-highway, two-wheeler, on-highway, and energy and charging services. This integrated offering helps support business progress toward its mission of offering fleet operators a ~~vertically integrated commercial EV company. The Company is currently reviewing the intellectual property (IP) across the organization with~~range of vehicles and associated charging systems through a view to consolidating its patent portfolio. This targeted approach will enable Ideanomics to both identify gaps in its product and service offerings, as well as develop relationships with third parties to leverage commercial opportunities across the Company’s IP portfolio.single procurement partner.

By combining leading EV technologies, products, knowledge, and capabilities across the Company’s four product verticals, Ideanomics ~~can~~anticipates that it will be able to rapidly develop unique ~~sustainable~~zero emission mobility solutions in both the off-highway and on-highway commercial vehicle markets. These are anticipated to include the provision of ~~vehicles,~~commercial electric vans, trucks, and buses, electric tractors, and two-wheeled transportation, supported by the provision of energy services and infrastructure for the EV market consisting of charging systems, ~~charging infrastructure, data management platforms,~~energy storage, energy generation, including hydrogen and solar, and associated data and management applications. These will be supported by financing ~~programs. This provides~~programs which have been developed to enable commercial fleet operators to migrate away from gasoline and diesel-powered vehicles with minimal disruption to their business models and balance sheet. Together, these products and services will provide the Company with the capability to assist commercial fleet operators ~~of internal combustion engine (ICE) vehicles~~ to transition with confidence to ~~Battery Electric Vehicles (BEV)~~BEV and ~~Fuel Cell Electric Vehicles (FCEV)~~FCEV and meet their ~~zero emission~~zero-emission objectives.

By choosing the integrated platform approach from Ideanomics Mobility, the commercial fleet operator ~~benefits~~will benefit from a single source solution that supports all aspects of the transition to EV, from early-stage requirements analysis, charging infrastructure specification and installation, vehicle procurement and deployment, training, vehicle- and charging-derived data management, operationalization management services, and financing.

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To support the cost of transition from fossil fuels to BEV and FCEV, Ideanomics ~~Vehicle-as-a-Service (VaaS) and Charging-as-a-Service (CaaS) financing programs~~will offer fleet operators the ~~necessary~~complete financial and management support to confidently migrate from traditional CapEx models to an OpEx model, releasing capital to support traditional business growth and have the simplicity, predictability, and certainty of a monthly subscription which covers all aspects of EV fleet operations. These programs will also have the added advantage of providing Ideanomics with predictable recurring revenues. These Mobility-as-a-Service solutions are comprised of financing programs we refer to as VaaS and CaaS.

~~To support~~The Company anticipates that the shift from combustion engine vehicles to zero-emission vehicles is a complex process that most fleet operators do not have the expertise to manage. The Company anticipates that vendors selling a single product will be at a disadvantage compared to the Company’s ~~operations, it has recently executed~~integrated offering. The Company believes this will create a ~~lease on an approximately 48,000 square foot facility in New Jersey, which will serve as a center of excellence~~unique opportunity for Ideanomics Mobility and zero emission vehicles, promoting education and advocacy of electric and hydrogen powered vehicles to commercial fleet operators. Anticipated to come online in 2022, the facility will showcase the Company’s Mobility products and services and serve as a regional support center on the East Coast of the United States for Ideanomics Mobility’s operating businesses’ activities in North America.

~~To support further geographical expansion,~~ the Company ~~is exploring~~to become a ~~strategic relationship with~~trusted partner, providing services to analyze and define a ~~Europe-based industrialization partner~~customer’s needs, specifying and installing charging infrastructure, procuring and deploying vehicles, administering training, and operationalizing management services. In addition, the Company anticipates that its as-a-Service financing models will make it possible for more customers to ~~accelerate new product introduction and enable Ideanomics Mobility~~transition to ~~expedite its expansion into important European markets.~~zero-emission vehicles as an operating expense rather than a large upfront capital expenditure.

At the operating business level, further investment is planned to support continuous technology and product development and the associated manufacturing and assembly expansion to support increasing demand and revenue achievement.

~~The global~~

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Global supply chain slowdowns and shipping ~~container shortages~~constraints continue to present challenges at each of the operating companies within the Ideanomics Mobility business unit.

~~VIA Motors (“VIA”)~~

~~The Company anticipates that its agreement to purchase VIA will close in the first quarter of 2022 and is subject to a shareholder vote for approval thereof.~~

With the acquisition of VIA, Ideanomics will acquire a business which has developed a unique commercial battery electric skateboard architecture in the high-growth Class 2 to 5 local and last mile delivery market segment. The skateboard architecture provides opportunity to customize the vehicle configuration in van or cab/chassis to meet specific customer needs. VIA is well advanced in the development and validation of the product and with the support of Ideanomics will transition to volume manufacturing by 2023.

~~Energica Motor Company (“Energica”)~~

During the first half of 2021 the Company took a minority ownership position in Energica Motor Company, a leading manufacturer of high-performance electric motorbikes with a global distributor network in development. The Company has since launched a tender offer to acquire the outstanding publicly traded shares of Energica that it does not already own, as well as a portion of the shares of management and affiliates. The acquisition of Energica will greatly strengthen the Company’s competitive position in the motorcycle market globally and bring the Company expertise in battery technology, powertrain, and telematics, which are core competitive advantages. The Company’s intent is to support Energica with its continued global expansion, the introduction of new models, and the expansion of its manufacturing and assembly facilities, as well as developing the application of its core technology to other noncompeting market sectors within the Ideanomics Mobility business unit and externally to other industrial applications.

~~Ideanomics China~~

The Company's operations in China continue to develop the business, selling ride hailing vehicles and EV batteries, and has recently executed on orders which have expanded its activities to include electric vans, trucks, and buses. A market has developed for used commercial EVs in China, which the Company has established operations to take advantage of. The China business is in discussions with major customers and OEMs to integrate and deploy WAVE technology in China and is working to develop ancillary financial products to make purchasing of commercial EVs simpler for fleet operators. The Company’s supply chain operations in China have helped alleviate some of the difficult current market conditions for electronic components to the benefit of its other operating companies.

~~Tree Technologies (“Treeletrik”)~~

Treeletrik has collaborated with Energica on the development of a new range of low power electric motorcycles which are anticipated for introduction to market in 2022. The development of the next generation of Treeletrik branded motorbikes will enable Treeletrik to remain competitive and leverages Energica’s technology and know-how; translated to the lower power

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commuter and delivery bike market segment which Treeletrik markets its products to. This technical collaboration demonstrates the synergistic nature of the Ideanomics Mobility operations, and the ability to leverage and apply IP, technology, and expertise to improve the Company’s products.

The contract with PSE for the purchase of 200,000 motorcycles is not progressing on the originally anticipated time scale, due to pandemic restrictions and the progress and performance of PSE in areas including local homologation. The Company is evaluating alternatives to fulfilling the order, including but not limited to establishing dealerships in Indonesia, Philippines, and Thailand starting in 2022 to directly enter these markets and take advantage of the opportunity surrounding the dependence on two and three-wheeled low-cost transportation in the region.

Treeletrik has been subjected to continuous rolling lockdowns in 2021 due to the COVID-19 pandemic. This has restricted the supply chain and ability to export products within the ASEAN region. The Company anticipates this situation to continue until such time as vaccination rates increase in Malaysia and surrounding countries.

~~Solectrac~~

The Company completed the acquisition of Solectrac, a California-based maker and distributor of electric powered tractors, in Q2 of 2021. Since acquisition the Company has invested in assimilating the business and has made investments in engineering, supply chain management, and operational leadership to scale the business.

The next stage of product development has been initiated, focused on ergonomic and application improvements, system upgrades the introduction of a range of Solectrac-compatible farming implements, and a re-styling exercise to strengthen Solectrac’s physical branding. To that end, Solectrac recently launched its E70N tractor, which is focused on vineyards and hobby farms.

A lease on a new facility, in proximity to the current facility, has been agreed to expand its manufacturing and assembly capacity to meet anticipated market demand. Solectrac has engaged the services a leading, global, automotive consultancy to design and implement a scalable and compliant manufacturing operation.

To support its growth objectives, Solectrac has commenced the development of a North American dealer and distribution network, which will help it in the marketing, distribution, sales, and servicing of its products and services.

~~US Hybrid~~

In Q2 of 2021, the Company completed the acquisition of US Hybrid, a California-based low and zero emission engineering and vehicle integration business which also manufactures Hydrogen fuel cells and power electronics for electric and hydrogen powered vehicles. Since the acquisition, the Company has invested in assimilating the business and has made investments in people and operations to help scale the business, which includes a lease on a new facility in Torrance, CA to expand its manufacturing and assembly capacity to meet the anticipated market demand.

Additionally, the Company is working with US Hybrid to further develop the resources required to expand its hydrogen fuel cell manufacturing subsidiary to meet the anticipated demand for hydrogen powered vehicles.

US Hybrid will continue to provide engineering services, fuel cells, power electronics, systems, and components, and associated vehicle integration services to both external customers and to internal companies within Ideanomics Mobility. US Hybrid will serve as a research and development resource across Ideanomics Mobility for BEV and FCEV.

~~WAVE~~

Since the acquisition of WAVE in January 2021, the Company has continued investment in facilities and resources to meet the anticipated demand for WAVE’s high power inductive wireless charging products. WAVE has continued to develop its high-powered induction capabilities beyond 250kW, successfully delivering systems at 125kW and 500kW, and is working with the U.S. Department of Energy and Paccar’s Kenworth division on a 1-Megawatt system for heavy trucking applications that is due for delivery in 2022. To support widespread adoption, WAVE is developing relationships with additional OEM partners to facilitate the integration of its vehicle-side hardware.

Over the next 12 months the Company will support WAVE with supply chain development and quality initiatives, cost reductions, and increased manufacturing and assembly capacity to improve production capabilities in response to market

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~~demand. To support its expansion plans, WAVE is adapting its products to meet the varying power requirements and standards for Europe and Asia.~~

~~Medici Motor Works (“Medici”)~~

Medici has taken a project approach, working with established OEMs in the bus and specialty vehicle markets to meet the zero emission needs of commercial fleet operators. The evaluation and application of Ideanomics IP and technologies to select OEM products is intended to provide differentiated product and service offerings for both off and on highway mobility.

~~Prettl Electronics Automotive (“PEA”)~~

In July of 2021, Ideanomics made a strategic minority investment in PEA to include exclusive sales and distribution rights of PEA charging and infrastructure products in North America. PEA is currently conducting in-field testing of its European products with partners in that region, and is planning to launch its North American products, to be assembled and certified in the U.S., during 2022.

IDEANOMICS CAPITAL

~~Financial technology (Fintech)~~Fintech continues to provide opportunities which could generate high rates of return through the deployment of technology to disrupt existing business models.

~~Timios Holdings, Inc. (“Timios”)~~

~~The Company’s acquisition~~Ideanomics Capital provides a range of ~~Timios~~financing programs in support of the ~~first quarter~~sale of ~~2021 marks~~EVs and associated charging and energy storage systems by Ideanomics Mobility. Some of these finance programs are disruptive, subscription-based, models which are new-to-market offerings designed to help commercial fleet operators absorb the ~~first entrance into the real estate title agency and closing market. Management believes that through deployment~~cost of ~~advanced technology and complimentary acquisitions it can increase Timios’ value. Timios experienced a Cybersecurity incident on July 27, 2021, and,~~transitioning to EV by removing CapEx costs as a ~~consequence~~barrier to entry. The company anticipates continuing the provision of the incident, there was a material reduction in the number of daily orders and revenue. The number of daily orders is recovering, however it is too early to predict when, and if, orders and revenue will return to pre-incident levels.

~~Delaware Board of Trade (“DBOT”) now known as JUSTLY~~

In recent months, the Company has restructured and relaunched its DBOT business as JUSTLY, a FINRA-registered broker dealer destination for ESG and thematic investments. The Company has hired an entirely new management team of experienced capital markets and regulatory professionals, implementing new systems for JUSTLY to leverage its new business model as a destination for crowdfunding as well as other associated offerings.

~~Other Ideanomics Capital Initiatives~~

~~The Company’s Ideanomics Capital business unit is providing the~~ resources and expertise for the development of ~~the~~these financing programs, which will underpin sales and revenues of Ideanomics Mobility. We call these financing programs ~~Charging-as-a-Service (CaaS)~~CaaS and ~~Vehicle-as-a-Service (VaaS), as~~VaaS, and MaaS when combined, and they form part of our Ideanomics Mobility offering to commercial fleet operators. Over time, it is Ideanomics intention to focus Ideanomics Capital as the financial services arm of Ideanomics Mobility and to divest its other fintech assets accordingly.

Environmental Matters

The Company is subject to various federal, state and local laws and regulations governing, among other things, hazardous materials, environmental contamination and the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. We may also incur fines and penalties from time to time associated with noncompliance with such laws and regulations.

New Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 2 to the Condensed Consolidated Financial Statements of this Quarterly Report on Form ~~10Q.~~10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~The Company is a smaller reporting company~~

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates

Interest Rate Risk

We are exposed to market risk for changes in interest rates applicable to our cash and cash equivalents. We had cash and cash equivalents totaling $85.5 million as ~~defined by Rule 12b-2~~of June 30, 2022. Our cash and cash equivalents were invested primarily in money market and like funds and are not invested for trading or speculative purposes. However, due to the short term nature and the low-risk profile of the ~~Securities Exchange Act~~money market funds, we do not believe a sudden increase or decrease in market interest rates would have a material effect on the fair market value of ~~1934~~our portfolio. In addition, the Company had $58.4 million of fixed rate 4.0% convertible debt outstanding as of March 31, 2022. These debt obligations are not currently subject to fluctuations in interest rates, although in the event of issuance of new debt, such debt could be subject to changes in interest rates.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Inflationary factors such as increases in material costs (e.g. semiconductor chips) or overhead costs may adversely affect our business, financial condition, and ~~is not required to provide~~operating costs upon commencing commercial operations.

Market and Investment Risk

We have investments in debt securities, which are recorded at fair value. The fair value of the ~~information under this item.~~debt securities was $69.8 million and $54.9 million as of June 30, 2022, and December 31, 2021, respectively.

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We also have investments in equity securities, which are publicly-traded, and which had carrying amounts of $3.3 million and $12.3 million as of June 30, 2022 and December 31, 2021, respectively. We had equity investments which are not publicly traded with carrying amounts of $25.5 million and $23.3million as of June 30, 2022, and December 31, 2021.

Our investments in debt and equity securities are generally not in companies which are publicly traded, and the market for these securities may be illiquid. Furthermore, many of the companies in which we invest may have a business model which is embryonic or developmental in nature and may not come to fruition.

Investments in debt and equity securities carry a degree of risk, as there can be no assurance that the securities will be collectible or otherwise recoverable, will not lose value and, in general, securities markets can be volatile and unpredictable. As a result of these different market risks, our holdings of these securities could be materially and adversely affected.

Foreign Currency Risk

The Company has operations in a number of foreign countries and sources components for its US manufacturing operations internationally; consequently, the Company is subject to foreign currency risk. This risk is composed of both potential losses from the translation of foreign currency financial statements, the remeasurement of foreign currency transactions and increased raw material costs for components purchased in foreign currencies. Related to these, risks, a hypothetical change of 10% in currency rates could result in an adjustment to the income statement of approximately $7.4 million. Actual results may differ. While our exposure to foreign exchange risk is not currently material to us, we expect to grow our international revenues in the future, and any future potential exposure to foreign exchange fluctuations may present a material risk to our business. We recorded foreign currency exchange (gains) losses of $3.0 million and $0.1 million for the three months ended March 31, 2022 and 2021, respectively.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities and~~ Exchange Act, ~~of 1934, as amended (“Exchange Act”),~~ means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Securities and Exchange Commission’s~~SEC’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of ~~September 30, 2021~~March 31, 2022 that our disclosure controls and procedures were not ~~effective.~~effective as of such date due to a material weakness in internal control over financial reporting that was disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

~~We identified~~Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Exchange Act defines internal control over financial reporting as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

•Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Directors;

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•Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessment, we have concluded that our internal control over financial reporting was not effective as of December 31, 2021 due to the material weaknesses described below.

Our evaluation excluded Timios, WAVE, Solectrac and US Hybrid which were acquired in the year ended December 31, 2021, and were not integrated with Ideanomics’ business units as of that date. As of and for the year ended December 31, 2021, Timios represented 8.6% of total assets and 63.7% of revenue, WAVE represented 2.1% of total assets and 6.1% of revenue, Solectrac represented 2.3% of total assets and 1.5% of revenue, and US Hybrid represented 2.2% of total assets and 2.3% of revenue. In accordance with guidance issued by the SEC, we have excluded the acquisitions from our assessment of internal controls over financial ~~reporting.~~ reporting during the first year following the acquisition.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ~~our~~a company’s annual or interim financial statements will not be prevented or detected on a timely basis. ~~The~~

As disclosed in our Form 10-Q as of September 30, 2021, the matters involving internal controls and procedures that our management considered to be material weaknesses as of September 30, 2021, were:

•The design and implementation of internal controls over the review of management’s inputs into valuation models and associated valuation outputs from third party valuation specialists.

•The design and implementation of internal controls over the revenue recognition process, specifically the failure to properly evaluate whether the Company was to be considered the principal or the agent in contracts with customers.

•There is a lack of sufficient personnel in accounting and financial reporting functions with sufficient experience and expertise with respect to the application of U.S. GAAP and SEC disclosure requirements.

•Operating effectiveness of internal controls to identify and evaluate the accounting implications of non-routine transactions.

These material weaknesses, individually or in the aggregate, could result in misstatements of accounts or disclosures that would each result in a material misstatement of the interim or annual Consolidated Financial Statements that would not be prevented or detected.

~~Notwithstanding the conclusion by our management that our disclosure controls and procedures as of June 30, 2021 were not effective, and notwithstanding~~In addition to the material weaknesses disclosed in our Form 10-Q as of September 30, 2021, Management has determined that the Company has the following material weaknesses in its internal control over financial reporting management believes that the condensed consolidated financial statements and related financial information included in this Quarterly Report on Form 10‑Q/A fairly present in all material respects our financial position, results of operations and cash flows as of ~~and for the dates presented, and for the periods ended on such dates, in conformity with US GAAP.~~December 31, 2021:

~~Our evaluation excluded Timios, WAVE, Solectrac~~•There is a lack of controls designed to address risk of material misstatement for various financial statement areas and US Hybrid which were acquired in the nine months ended September 30, 2021. As of and for the nine months ended September 30, 2021, Timios represented 7.5% of total assets and 71.1% of revenue, WAVE represented 11.5% of total assets and 6.0% of revenue, Solectrac represented 4.8% of total assets and 0.5% of revenue, and US Hybrid represented 9.8% of total assets and 1.8% of revenue. In accordance with guidance issued by the SEC, we expect to exclude the acquisitions from our assessment of internal controls over financial reporting during the first year following the acquisition.

related assertions.

•There is a lack of validation of completeness and accuracy of internally prepared data, including key reports generated from systems, utilized in the operations of controls.

~~Changes~~•There is a lack of evidence to support the effective review in ~~Internal Control Over Financial Reporting~~the operations of controls.

•There is a lack of controls at the entity level, particularly over the review of subsidiary financial information, including analysis of balance sheet data, operating results, non-routine transactions, litigation accruals and income tax matters.

•Controls are not designed with a sufficient level of precision to prevent or detect a material misstatement.

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•An inventory of service organizations utilized to process transactions was not maintained throughout the reporting period. There is a lack of review over service organization reports. In instances in which service organization reports are not available, the Company does not have adequate complementary controls.

•There is a lack of segregation of duties that exists in the information technology environments and payroll and procure to pay cycles at the Company.

•There is a lack of documented compliance related to controls to evaluate potential risk of dealing with inappropriate vendors and/or customers.

•The Company’s information technology general controls over certain information technology systems were not designed properly and therefore did not operate effectively.

On July 26, 2022, subsequent to the dismissal of BDO as the company’s auditor, BDO informed the company of their belief that the Company also had the following material weaknesses as of December 31, 2021:

•There is ineffective oversight from the Company’s Audit Committee.

•There is a lack of documented compliance-related controls to evaluate transactions in accordance with the FCPA.

Management’s Plan for Remediation

Management has discussed the material weaknesses described above with the Audit Committee and is in the process of identifying the steps necessary to design a remediation plan in order to remediate the material weaknesses. We anticipate that such plan will include the addition of accounting resources, the implementation of the Company’s ERP system throughout the organization and the design and implementation of new internal controls that address the material weaknesses noted above.

As to the two material weaknesses communicated by BDO following their dismissal, management has discussed the related observations with the Audit Committee:

FCPA

In addition, management believes that the current FCPA compliance program, as designed and currently in operation, is consistent with standard industry policies and practices related to FCPA compliance, which include amongst other activities regular updates to compliance policies as posted on the company’s website, standard procedures for vetting new customers, vendors and contractual counterparties supported by recognized external vendors for KYC and training for employees on the FCPA compliance program.

Following the conclusion of the investigation, the Audit Committee has requested management to conduct an assessment of the effectiveness of the current FCPA compliance program in the fourth quarter of 2022 with the objective of ensuring optimization of the program.

Audit Committee Oversight

Prior to the June 30, 2021 testing date, the company was a smaller reporting company and as of the testing date became a large accelerated filer. Throughout 2021 the Company completed multiple acquisitions and investments into early stage technology growth companies. The Audit Committee discussed with management the implications related to assessment activities for internal control over financial reporting. The change in the plan for the assessment of internal control over financial reporting for 2021 comprehended the risks associated with the change in reporting status and the financial accounting and reporting associated with the acquisitions, including but not limited to purchase price accounting, tax accounting and consolidation.

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The response to these risks included amongst other items, the engagement of additional external resources to document and test controls, the engagement of external qualified valuation and tax resources to support financial accounting and reporting related to the acquisitions and the hiring of internal resources to collaborate with the external advisors. The plan was implemented in the first quarter of 2021, concurrent with the operational integration of the acquired businesses.

Management believes that the number and nature of material weaknesses noted above result in a presumption of ineffective oversight and management of the internal control over financial reporting activities. In developing remediation plans to address this presumption, management is evaluating all existing and necessary oversight and operational administration activities associated with internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended ~~September 30, 2021,~~March 31, 2022, which have materially affected or would likely materially affect our internal control over financial reporting. The Company continues to invest resources in order to upgrade internal controls.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Company’s legal proceedings, see Note ~~18,~~20, Commitments and Contingencies, to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

~~In addition~~

For a description of other applicable risk factors, please refer to Part I, Item 1A: “Risk Factors” of our Annual Report on Form 10-K for the ~~other information set forth~~year ended December 31, 2021. No material change in ~~this report, you should carefully consider~~ the risk factors discussed in ~~Part I, “Item 1A. Risk Factors” in the 2020~~such Form 10-K ~~which~~has occurred. Such risk factors do not identify all risks that we face because our business operations could ~~materially affect the Company’s business, financial condition or future results. The risks described in the 2020 Form 10-K~~also be affected by additional factors that are not ~~the only risks facing the Company. Additional risks and uncertainties not currently~~presently known to ~~management~~us or that ~~management~~we currently ~~deems~~consider to be immaterial ~~also may materially adversely affect the Company’s business, financial condition or future results.~~

~~Risks Related to the Restatement of our Prior Period Condensed Consolidated Financial Statements and Material Weaknesses in our Internal Control~~

We have restated our condensed consolidated financial statements for several prior periods, which has affected and may continue to affect investor confidence, our stock price, our ability to raise capital in the future, and our reputation with our customers, which may result in stockholder litigation and may reduce customer confidence in our ability to complete new opportunities.

We have restated our Quarterly Report on Form 10-Q as of and for the periods ended March 31, 2021 and June 30, 2021. The restatement of our prior condensed consolidated financial statements primarily reflects the correction of certain errors, which resulted from an incorrect application of US GAAP, as described in more detail elsewhere in the Quarterly Report on Form 10-Q/A for the periods ended March 31, 2021 and June 30, 2021. Such restatement may have the effect of eroding investor confidence in the Company and our financial reporting and accounting practices and processes, and may negatively impact the trading price of our common stock, may result in stockholder litigation, may make it more difficult for us to raise capital on acceptable terms, if at all, and may negatively impact our reputation with our customers and cause customers to place new orders with other companies.

We have identified material weaknesses in our internal control over financial reporting, which, did and could continue to, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner.

We have concluded that our internal control over financial reporting was not effective as of September 30, 2021 due to the existence of material weaknesses in such controls, and we have also concluded that our disclosure controls and procedures were not effective as of September 30, 2021 due to material weaknesses in our internal control over financial reporting, all as described in Part I, Item 4, “Controls and Procedures” of this Quarterly Report on Form 10-Q. Although we have initiated remediation measures to address the identified weaknesses, we cannot provide assurance that our remediation efforts will be adequate to allow us to conclude that such controls will be effective in the future. We also cannot assure you that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future.

We intend to continue our remediation activities and to continue to improve our overall control environment and our operational and financial systems and infrastructure, as well as to continue to train, retain and manage our personnel who are essential to effective internal control. In doing so, we will continue to incur expenses and expend management’s time on compliance-related issues. However, we cannot ensure that the steps that we have taken or will take will successfully remediate the errors. If we are unable to successfully complete our remediation efforts or favorably assess the effectiveness of our internal control over financial reporting, our operating results, financial position, ability to accurately report our financial results and timely file our SEC reports, and our stock price could be adversely affected.

Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected and corrected on a timely basis, or at all. If we are unable to provide reliable and timely financial reports in the future, our business and reputation may be further harmed. Restated financial statements and failures in internal control may also cause us to fail to meet reporting obligations, negatively affect investor and customer confidence in our management and the accuracy of our financial statements and disclosures, result in events of default under our banking agreements, or result in adverse publicity and concerns from investors and customers, any of which could have a negative effect on the price of our common stock, subject us to regulatory investigations and penalties or additional stockholder litigation, and have a material adverse impact on our business and financial condition.

~~Risks Related to Our Information Technology Systems and Cyber-Security~~

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~~Defects or disruptions in our technology or services could diminish demand for our products and services and subject us to liability.~~

Because our technology, products and services are complex and use or incorporate a variety of computer hardware, software and databases, both developed in-house and acquired from third-party vendors, our technology, products and services may have errors or defects. Errors and defects could result in unanticipated downtime or failure and could cause financial loss and harm to our reputation and our business. We have from time to time found defects and errors in our technology, products and service and defects and errors in our technology, products or services may be detected in the future. In addition, our customers may use our technology, products and services in unanticipated ways that may cause a disruption for other customers. As we acquire companies, we may encounter difficulty in incorporating the acquired technologies, products and services, and maintaining the quality standards that are consistent with our technology, products and services. Since our customers use our technology, products and services for important aspects of their businesses and for financial transactions, any errors, defects, or disruptions in such technology, products and services or other performance problems with our technology, products and services could subject our customers to financial loss and hurt our reputation.

operations. Our platform functions on software that is highly technical and complex and may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been deployed. Any errors, bugs or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems within an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage times, could result in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect our business ~~and financial results.~~

We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

We have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If our application is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may seek other services.

Malicious cyber-attacks and other adverse events affecting our operational systems or infrastructure, or those of third parties, could disrupt our businesses, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.

Developing and maintaining our operational systems and infrastructure are challenging, particularly as a result of us and our clients entering into new businesses, jurisdictions and regulatory regimes, rapidly evolving legal and regulatory requirements and technological shifts. Our financial, accounting, data processing or other operating and compliance systems and facilities may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including malicious cyber-attack or other adverse events, which may adversely affect our ability to process these transactions or provide services or products.

~~In addition, our~~ operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although we take protective measures, such as software programs, firewalls and similar technology, to maintain the confidentiality, integrity and availability of our and our customers’ information, and endeavor to modify these protective measures as circumstances warrant, the nature of cyber threats continues to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential customer information), account takeovers, unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious code, ransomware, hacking, phishing and other cyber-attacks and other adverse events that could have an adverse security impact. Despite the defensive measures we have taken, these threats may come from external forces, such as governments, nation-state actors, organized crime, hackers, and other third parties, including outsource or infrastructure-support providers and application developers, or may originate internally from within us. Given the high volume of transactions, certain errors may be repeated or compounded before they are discovered and rectified.

We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including vendors, customers, counterparties, exchanges, clearing agents, clearinghouses or other financial intermediaries. Such parties could also be ~~the source of a cyber-attack on or breach of our operational systems, network, data or infrastructure.~~

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There have been an increasing number of ransomware, hacking, phishing and other cyber-attacks in recent years in various industries, including ours, and cyber-security risk management has been the subject of increasing focusaffected by ~~our regulators. Like other~~additional factors that apply to all companies we have on occasion experienced, and may continue to experience, threats to our systems, including viruses, phishing and other cyber-attacks. The number and complexity of these threats continue to increase over time. The techniques used in these attacks are increasingly sophisticated, change frequently and are often not recognized until launched. If one or more cyber-attacks occur, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, as well as our customers’ or other third parties’ operations, which could result in reputational damage, financial losses, customer dissatisfaction and/or regulatory penalties, which may not in all cases by covered by insurance. If an actual, threatened or perceived cyber-attack or breach of our security occurs, our clients could lose confidence in our platforms and solutions, security measures and reliability, which would materially harm our ability to retain existing clients and gain new clients. As a result of any such attack or breach, we may be required to expend significant resources to repair system, network or infrastructure damage and to protect against the threat of future cyber-attacks or security breaches. We could also face litigation or other claims from impacted individuals as well as substantial regulatory sanctions or fines.

The extent of a particular cyber- attack and the steps that we may need to take to investigate the attack may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the attack is known. While such an investigation is ongoing, we may not necessarily know the full extent of the harm caused by the cyber-attack, and any resulting damage may continue to spread. Furthermore, it may not be clear how best to contain and remediate the harm caused by the cyber-attack, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Any or all of these factors could further increase the costs and consequences of a cyber-attack.

Our regulators in recent years have increased their examination and enforcement focus on all matters of our businesses, especially matters relating to cyber-security threats, including the assessment of firms’ vulnerability to cyber-attacks. In particular, regulatory concerns have been raised about firms establishing effective cyber-security governance and risk management policies, practices and procedures that enable the identification of risks, testing and monitoring of the effectiveness of such procedures and adaptation to address any weaknesses; protecting firm networks and information; data loss prevention, identifying and addressing risk associated with remote access to client information and fund transfer requests; identifying and addressing risks associated with customers business partners, counterparties, vendors, and other third parties, including exchanges and clearing organizations; preventing and detecting unauthorized access or activities; adopting effective mitigation and business continuity plans to timely and effectively address the impact of cyber-security breaches; and establishing protocols for reporting cyber-security incidents. As we enter new jurisdictions or different product area verticals, we may be subject to new areas of risk or to cyber-attacks in areas in which we have less familiarity and tools. A technological breakdown could also interfere with our ability to comply with financial reporting requirements. The SEC has issued guidance stating that, as a public company, we are expected to have controls and procedures that relate to cybersecurity disclosure, and are required to disclose information relating to certain cyber-attacks or other information security breaches in disclosures required to be made under the federal securities laws. While any insurance that we may have that covers a specific cyber-security incident may help to prevent our realizing a significant loss from the incident, it would not protect us from the effects of adverse regulatory actions that may result from the incident or a finding that we had inadequate cyber-security controls, including the reputational harm that could result from such regulatory actions.

Additionally, data privacy is subject to frequently changing rules and regulations in countries where we do business. For example, the European Union adopted a new regulation that became effective in May 2018, the General Data Protection Regulation (“GDPR,”) which requires entities bothoperating in the ~~European Economic Area~~U.S. and outside to comply with new regulations regarding the handling of personal data. We are also subject to certain U.S. federal and state laws governing the protection of personal data. These laws and regulations are increasing in complexity and number. In addition to the increased cost of compliance, our failure to successfully implement or comply with appropriate processes to adhere to the GDPR and other laws and regulations relating to personal data could result in substantial financial penalties for non-compliance, expose us to litigation risk and harm our reputation.

~~Risks Related to the Real Estates Services Industry~~

~~If adverse changes in the levels of real estate activity occur, the revenues of our Timios subsidiaries may decline.~~

Title insurance, settlement services, and appraisal revenue is closely related to the level of real estate activity, which includes, among other things, sales, mortgage financing and mortgage refinancing. The levels of real estate activity are primarily affected by the average price of real estate sales, the availability of funds to finance purchases and mortgage interest rates. Both the volume and the average price of residential real estate transactions have increased substantially in many parts of the country

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~~over the past year. Due to the unprecedented nature of activity, these trends are unlikely to continue at the same level in the long term.~~

~~We have found that residential real estate activity generally decreases in the following situations:~~

•~~Mortgage interest rates are high or increasing;~~

•~~Mortgage funding supply is limited; and~~

•~~The United States economy is weak, including high unemployment levels.~~

If there is a decline in the level of real estate activity or the average price of real estate sales may adversely affect our title insurance, settlement services, and appraisal management revenues. In 2020, the mortgage interest rate reached record lows increasing mortgage refinancing to the highest levels in history. In 2021, the mortgage interest rate has increased, which may negatively impact the amount of mortgage refinancing activity in comparison to 2020. Sales and mortgage financing remain elevated and the interest rate remains low in respect to historical averages. This activity may be adversely impacted if the economy does not continue to perform well, mortgage rates increase greatly, or lending institutions experience losses that prohibit their ability to lend. Our revenues in future periods will continue to be subject to these and other factors which are beyond our control and, as a result, are likely to fluctuate.

~~If financial institutions at which we hold escrow funds fail, it could have a material adverse impact on our company.~~

We hold customers’ assets in escrow at various financial institutions, pending completion of real estate transactions. These assets are maintained in segregated bank accounts. Failure of one or more of these financial institutions may lead us to become liable for the funds owed to third parties and there is no guarantee that we would recover all of the funds deposited, whether through Federal Deposit Insurance Corporation coverage or otherwise.

~~If we experience changes in the rate or severity of title insurance claims, it may adversely impact our ability to conduct business.~~

By their nature, claims are often complex, vary greatly in dollar amounts and are affected by economic and market conditions and the legal environment existing at the time of settlement of the claims. We are an underwritten title company, and if our claims exceed the threshold established by the title companies that underwrite the insurance we offer, it may be cause to have our appointments revoked and negatively impact our ability to conduct business.

~~Because our Timios subsidiary is dependent upon California for a substantial portion of our title insurance premiums, our business may be adversely affected by regulatory conditions in California.~~

California is the largest source of revenue for the title insurance industry and, in 2020, California-based premiums accounted for a substantial portion of the premiums earned by our Timios subsidiary. A significant part of our revenues and profitability are therefore subject to our operations in California and to the prevailing regulatory conditions in California. Adverse regulatory developments in California, which could include reductions in the maximum rates permitted to be charged, cost of employment regulations, inadequate rate increases or more fundamental changes in the design or implementation of the California title insurance regulatory framework, could have a material adverse effect on our results of operations and financial condition.

~~The title insurance business is highly competitive.~~

Competition in the title insurance and appraisal management industry is intense, particularly with respect to price, service and expertise. Business comes primarily by referral from real estate agents, lenders, developers and other settlement providers. The sources of business lead to a great deal of competition among title agents and appraisal management companies. There are numerous national companies and smaller companies at the regional and local levels. The smaller companies are an ever-present competitive risk in the regional and local markets where their business connections can give them a competitive edge. Although we are not aware of any current initiatives to reduce regulatory barriers to entering our industry, any such reduction could result in new competitors, including financial institutions, entering the title insurance business. From time to time, new entrants enter the marketplace with alternative products to traditional title insurance, although many of these alternative products have been disallowed by title insurance regulators. These alternative products, if permitted by regulators, could adversely affect our revenues and earnings. Competition among the major title insurance companies and any new entrants could lower our premium and fee revenues.

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~~Industry regulatory changes and scrutiny could adversely affect our ability to compete for or retain business or increase our cost of doing business.~~

The title insurance industry has recently been, and continues to be, under regulatory scrutiny in a number of states with respect to pricing practices, and alleged Real Estate Settlement Procedures Act violations and unlawful rebating practices. The regulatory environment could lead to industry-wide reductions in premium rates and escrow fees, the inability to get rate increases when necessary, as well as to changes that could adversely affect the Company’s ability to compete for or retain business or raise the costs of additional regulatory compliance. Further, if regulatory decrees delaying foreclosures are extended, it will continue to impact our ability to recognize revenue and profitability from our default title and settlement services department.

~~We may pursue opportunities that involve business, regulatory, legal or other complexities.~~

We may pursue unusually complex opportunities. This can often take the form of substantial business, regulatory or legal complexity. Our tolerance for complexity presents risks, as such contracts can be more difficult, expensive and time-consuming to execute; it can be more difficult to manage or realize value from the assets managed in such activity; and such activity sometimes entail a higher level of regulatory scrutiny or a greater risk of contingent liabilities. Any of these risks could harm the results of our operations.

~~Our business depends upon our ability to keep pace with the latest technological changes, and our failure to do so could make us less competitive in our industry.~~

The market for our products and services is characterized by rapid change and technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards. Products using new technologies or emerging industry standards could make our products and services less attractive. Failure to respond in a timely and cost-effective way to these technological developments may result in serious harm to our business and operating results. As a result, our success will depend, in part, on our ability to develop and market product and service offerings that respond in a timely manner to the technological advances available to our customers, evolving industry standards and changing preferences.

~~Rapid technological changes in our industry require timely and cost-effective responses. Our earnings may be adversely affected if we are unable to effectively use technology to increase productivity.~~

Technological advances occur rapidly in the title insurance industry as industry standards evolve and title insurers introduce new products and services. We believe that our future success depends on our ability to anticipate technological changes and to offer products and services that meet evolving standards on a timely and cost-effective basis. Successful implementation and customer acceptance of our technology-based services will be crucial to our future profitability. There is a risk that the introduction of new products and services, or advances in technology, could reduce the usefulness of our products and render them obsolete.

~~Risks Related to the Wireless Charging System Industry~~

~~The success of our business depends in large part on our ability to protect our proprietary information and technology and enforce our intellectual property rights against third parties.~~

We rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We cannot assure you that any patents will issue with respect to our currently pending patent applications, in a manner that gives us the protection that we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented. Our currently issued patents and any patents that may issue in the future with respect to pending or future patent applications may not provide sufficiently broad protection or they may not prove to be enforceable in actions against alleged infringers. Also, we cannot assure you that any future service mark registrations will be issued with respect to pending or future applications or that any registered service marks will be enforceable or provide adequate protection of our proprietary rights.

We endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual

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~~property rights also depends on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed.~~

Further, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in EV-related industries are uncertain and still evolving.

~~Changes to existing federal, state or international laws or regulations applicable to us could cause an erosion of our current competitive strengths.~~

Our business is subject to a variety of federal, state and international laws and regulations, including those with respect government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention. If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our business.

There are many federal, state and international laws that may affect our business, including measures to regulate EVs and charging systems. If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our business.

There are a number of significant matters under review and discussion with respect to government regulations which may affect business and/or harm our customers, and thereby adversely affect our business, financial condition and results of operations.globally.

Item 2. Unregistered Sales of Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the ~~fiscal quarter ended September 30, 2021,~~period covered by this report, other than those that were previously reported in the Company’s Current Reports on Form 8-K.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the ~~fiscal quarter ended September 30, 2021.~~period covered by this report.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits


Exhibit No.						Description
~~2.1~~3.1						~~Agreement and Plan~~Articles of ~~Merger, dated August 30, 2021. by and among Ideanomics, Inc., Longboard Merger Corp., Via Motors International, Inc. and Shareholder Representative Services LLC (incorporated~~Incorporation of the Company, as amended to date [incorporated by reference to Exhibit ~~2.1~~3.1 to ~~our~~the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on March 30, 2012]
3.2						Second Amended and Restated Bylaws, adopted on January 31, 2014 [incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed ~~with the SEC~~ on ~~September 3, 2021).~~February 6, 2014]
3.1*3.3						Amendment No. 1 to the Second Amended and Restated Bylaws, adopted on March 26, 2015 [incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on March 30, 2015]
3.4						Amendment No. 2 to the Second Amended and Restated Bylaws, adopted on November 20, 2015. [incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed on November 24, 2015]
3.5						Amendment No. 3 to the Second Amended and Restated ~~Bylaw,~~Bylaws, adopted November 10,~~, 2021.~~ 2021 [incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-35561) filed on November 23, 2021]
~~10.1~~3.6						~~Form~~Certificate of ~~Voting and Support Agreement, dated August 30, 2021(incorporated~~Designation of Series A Preferred Stock [incorporated by reference to Exhibit ~~10.1~~3.2 to ~~our~~the Company’s Quarterly Report on Form 10-Q (File No. 001-35561) filed on August 23, 2010]
3.7						Certificate of Designation of Series B Preferred Stock, as corrected by Certificate of Correction [incorporated by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K (File No. 001-35561) filed on September 2, 2022]
3.8						Certificate of Designation of Series C Preferred Stock [incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 001-35561) filed ~~with the SEC~~ on ~~September 3, 2021).~~August 31, 2012]
~~10.2~~3.9						~~Secured~~Certificate of Designation of Series D 4% Convertible ~~Promissory Note issued by VIA Motors International, Inc. to Ideanomics, Inc. (incorporated~~Preferred Stock [incorporated by reference to Exhibit ~~10.1~~4.1 to ~~our~~the Company’s Current Report on Form 8-K (File No. 001-35561) filed ~~with the SEC~~ on ~~September 3, 2021).~~July 11, 2013]
10.3*3.10						~~Framework Agreement, dated September 15, 2021.~~
10.4*						~~Shareholders Agreement, dated September 15, 2021.~~
10.5*						~~Employment Agreement~~Certificate of ~~Robin Mackie, dated as~~Designation of ~~August 29, 2021.~~
~~10.6~~						~~Controlled Equity Offering Sales Agreement by and between Ideanomics, Inc. and Cantor Fitzgerald & Co. dated as of August 12, 2021(incorporated~~Series E Convertible Preferred Stock [incorporated by reference to Exhibit ~~10.1~~4.1 to ~~our~~the Company’s Current Report on Form 8-K (File No. 001-35561) filed ~~with the SEC~~ on ~~August 13, 2021).~~February 6, 2014]
10.7*						~~Subscription Agreement dated as of July 26, 2021, and entered into between the Company and the MDI Keeper’s Fund, L.P.~~
10.8*						~~Investment Agreement relating to PRETTL Electronics Automotive GmbH~~
10.9*						~~Shareholders’ Agreement relating to PRETTL Electronics Automotive GmbH~~
31.1*						Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
31.2*						Certifications of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.1**						Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.2**						Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
101.INS						XBRL Instance Document
101.SCH						XBRL Taxonomy Extension Schema Document
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						XBRL Taxonomy Extension ~~Definition~~Definitions Linkbase Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

*Filed herewith

**Furnished herewith

7636

Table of Contents

SIGNATURES

~~In accordance with~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly ~~authorized on November 22, 2021.~~authorized.

IDEANOMICS, INC.


Date: September 9, 2022
By:			/s/ Conor McCarthy



			Conor McCarthy

			Chief Financial Officer

			(Principal Financial and Accounting Officer)

7737



PART I	-FINANCIAL INFORMATION

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4920
Item 33.	Quantitative and Qualitative Disclosures About Market Risk	6730
Item 4.	Controls and Procedures	6831

PART II	-OTHER INFORMATION

Item 1.	Legal Proceedings	7035
Item 1A.	Risk Factors	7035
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7535
Item 3.	Defaults Upon Senior Securities	7535
Item 4.	Mine Safety Disclosures	7535
Item 5.	Other Information	7535
Item 6.	Exhibits	7636
Signatures		7737


	Nine months ended September 30, 2021
	Common Stock	Par Value		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Ideanomics Shareholders’ equity		Non- controlling Interest*		Total Equity
Balance, January 1, 2021	344,861,295	$	345	$	531,866	$	(346,883)	$	1,256	$	186,584	$	6,438	$	193,022
Share-based compensation	—	—		2,040		—		—		2,040		—		2,040
Common stock issuance for acquisition	10,181,299	10		32,367		—		—		32,377		—		32,377
Common stock issuance for professional fee	440,909	—		1,162		—		—		1,162		—		1,162
Common stock issued under employee stock incentive plan	475,000	—		251		—		—		251		—		251
Common stock issuance for at the market offering	17,615,534	18		53,389		—		—		53,407		—		53,407
Common stock issuance for convertible note	45,895,763	46		140,080		—		—		140,126		—		140,126
Net income (loss)*	—	—		—		(6,412)		—		(6,412)		(280)		(6,692)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		(472)		(472)		(388)		(860)
Balance, March 31, 2021	419,469,800	419		761,155		(353,295)		784		409,063		5,770		414,833
Share-based compensation	—	—		2,007		—		—		2,007		—		2,007
Common stock issuance for at the market offering	25,301,190	25		74,322		—		—		74,347		—		74,347
Common stock issued under employee stock incentive plan	4,590,000	5		7,735		—		—		7,740		—		7,740
Common stock issuance for acquisition	6,733,497	7		21,120		—		—		21,127		—		21,127
Common stock issued pursuant to SEDA	10,000,000	10		27,290		—		—		27,300		—		27,300
Common stock issuance for professional fee	260,000	—		656		—		—		656		—		656
Changes in available-for-sale securities fair value	—	—		—		—		(20)		(20)		—		(20)
Net income (loss)*	—	—		—		(7,263)		—		(7,263)		(319)		(7,582)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		(34)		(34)		(7)		(41)
Balance, June 30, 2021	466,354,487	466		894,285		(360,558)		730		534,923		5,444		540,367
Share-based compensation	—	—		15,187		—		—		15,187		—		15,187
Common stock issuance for at the market offering	7,495,997	7		17,737		—		—		17,744		—		17,744
Common stock issued under employee Stock Incentive Plan	4,051,021	6		293		—		—		299		—		299
Common stock issuance for Controlled Equity Offering Sales	1,988,401	2		4,201		—		—		4,203		—		4,203
Changes in available-for-sale securities fair value	—	—		—		—		4		4		—		4
Common stock issuance for acquisition	2,011,617	2		6,303		—		—		6,305		—		6,305
Net income (loss)*	—	—		—		(50,851)		—		(50,851)		(359)		(51,210)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		(188)		(188)		(107)		(295)
Balance, September 30, 2021	481,901,523	$	483	$	938,006	$	(411,409)	$	546	$	527,626	$	4,978	$	532,604


2021 remaining	$	1,518
2022	6,222
2023	6,222
2024	6,222
2025	6,222
2026 and beyond	33,400
Total	$	59,806


	January 1, 2021		Liabilities Incurred		Remediation Performed		Accretion Expense		Revisions		September 30, 2021
	January 1, 2021		Liabilities Incurred		Remediation Performed		Accretion Expense		Revisions		September 30, 2021
Asset retirement obligation	$	4,653	$	—	$	—	$	—	$	—	$	4,653


	Shares	Weighted-average fair value
Non-vested restricted shares outstanding at January 1, 2021	—	$	—
Granted	5,025,000	2.46
Forfeited	—	—
Vested	(5,025,000)	2.46
Non-vested restricted shares outstanding at September 30, 2021	—	—