INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On May 1, 2023, Arrival (“Arrival” or the “Company”) filed a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 20-F”). Arrival will not, without unreasonable effort and expense, be able to file the 2022 20-F within the prescribed time period as Arrival requires additional time to compile the necessary disclosure and financial information to complete the 2022 20-F filing, including management’s assessment of Arrival’s internal control over financial reporting as of December 31, 2022. Such delay results from limited resources and personnel following Arrival’s previously announced restructuring and workforce reductions as well as the diversion of the attention of management and other personnel responsible for the preparation of the 2022 20-F to fundraising and business combination transactions. As a result of the Company’s delay, KPMG LLP, the Company’s independent registered public accounting firm, will need additional time to complete its audit procedures. Arrival is working diligently to complete the 2022 20-F and will file the report as soon as practicable.
Based upon currently available information, Arrival expects to report one or more material weaknesses in its internal controls and expects its internal control over financial reporting will be ineffective as of December 31, 2022. Furthermore, as previously reported, management anticipates that it will be disclosing in the 2022 20-F that Arrival’s liquidity condition raises significant doubt over its ability to continue as a going concern for at least twelve months from the expected issuance date of the 2022 20-F.
As previously disclosed in its Report on Form 6-K filed on February 21, 2023, Arrival’s equity commitment from Antara Capital Master Fund LP (“Antara”) for a further $25 million of additional capital to be invested from time to time after May 15, 2023, and no later than 30 June 30, 2023, is subject to certain customary conditions. These conditions include a requirement that Arrival meets the conditions for use of Form F-3. As a result of not filing the 2022 20-F in a timely manner, Arrival will not be eligible to use Form F-3 until it has filed all reports required to be filed pursuant to the Securities Exchange Act of 1934 for twelve calendar months and any portion of a month immediately preceding the filing of a registration statement on Form F-3. Therefore, until such time as Arrival has timely filed all required reports for a period of 12 calendar months, it will not have access to the additional $25 million equity commitment from Antara.
Furthermore, as previously disclosed in its Report on Form 6-K/A filed on March 13, 2023, in order to access its $300 million equity financing line with Westwood Capital (“Westwood”), Arrival must have filed the 2022 20-F and the price of Arrival’s ordinary shares must exceed $5.00, amongst other conditions. As neither of these conditions are currently met, Arrival will not have access to Westwood’s $300 million equity financing line until such conditions, and certain other conditions, are satisfied.
In addition, under the terms of the indenture dated as of November 23, 2021 by and between Arrival and U.S. Bank National Association, as Trustee, relating to Arrival’s 3.50% Convertible Senior Notes due 2026 (the “Convertible Notes”), Arrival’s inability to file the 2022 20-F in a timely manner means that it must pay additional interest on the Convertible Notes at a rate of 0.50% per year of the principal amount of Convertible Notes outstanding from May 2, 2023 until such time as the failure to file is cured. As of May 2, 2023, $320 million of principal amount of Convertible Notes was outstanding.
