Phoenix Motor (PEV) 10-Q 3 Oct 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	Sep. 30, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41414
Entity Registrant Name	Phoenix Motor Inc.
Entity Central Index Key	0001879848
Entity Tax Identification Number	85-4319789
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1500 Lakeview Loop
Entity Address, City or Town	Anaheim
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92807
City Area Code	(909)
Local Phone Number	978-0815
Title of 12(b) Security	Common Stock, par value $0.0004 per share
Trading Symbol	PEV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,169,420

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 2,796	$ 31
Restricted cash		3,252
Accounts receivable, net	4,974	451
Inventories	56,216	1,796
Prepaid expenses and other current assets, net	633	356
Amount due from a related party	84	130
Assets held-for-sale	6,370
Total current assets	71,073	6,016
Property and equipment, net	5,054	1,119
Operating lease right-of-use assets	2,431
Net investment in leases	176	230
Goodwill		4,271
Total assets	78,734	11,636
Current liabilities:
Accounts payable	2,629	3,529
Accrued liabilities	1,781	926
Advance from customers, current	733	167
Deferred income	357	362
Warranty reserve, current	4,222	289
Lease liabilities, current	2,296	1,303
Amounts due to a related party	178	863
Short-term borrowing	4,262	961
Derivative liability	1,070	1,156
Convertible note, current	2,910	1,320
Income tax payable	4,943
Long-term borrowing, current	6	5
Total current liabilities	25,387	10,881
Lease liabilities, noncurrent	3,883	2,696
Warranty reserve, noncurrent	10,796
Advance from customers, noncurrent	2,066	2,214
Convertible notes, noncurrent		540
Long-term borrowings	143	144
Deferred tax liabilities	12,787
Total liabilities	55,062	16,475
Commitments and contingencies (Note 16)
Equity:
Common stock, par $0.0004, 450,000,000 shares authorized, 34,452,220 and 21,900,918 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively	14	9
Additional paid-in capital	58,066	44,359
Accumulated deficit	(34,408)	(49,207)
Total stockholders’ equity/(deficit)	23,672	(4,839)
Total liabilities and stockholders’ equity	$ 78,734	$ 11,636

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0004	$ 0.0004
Common stock, shares authorized	450,000,000	450,000,000
Common stock, shares issued	34,452,220	21,900,918
Common stock, shares outstanding	34,452,220	21,900,918

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 9,420	$ 1,781
Cost of revenues	6,915	1,608
Gross profit	2,505	173
Operating expenses:
Selling, general and administrative	8,649	3,871
Reversal of credit loss		(25)
Impairment of goodwill	4,271
Operating loss	(10,415)	(3,673)
Other income (expense):
Interest expense, net	(2,695)	1
Gain on sales-type leases		99
Change in fair value of derivative liability	(58)
Employee retention credit		697
Others	2	98
Bargain purchase gain	32,908
Total other income, net	30,157	895
Income (loss) before income taxes	19,742	(2,778)
Income tax provision	4,943
Net income (loss)	$ 14,799	$ (2,778)
Net income (loss) per share of common stock:
Basic	$ 0.49	$ (0.13)
Diluted	$ 0.44	$ (0.13)
Weighted average shares outstanding
Basic	30,456,235	20,823,622
Diluted	34,247,958	20,823,622

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 8,000	$ 40,836,000	$ (28,562,000)	$ 12,282,000
Balance, shares at Dec. 31, 2022	20,277,046
Net income (loss)			(2,778,000)	(2,778,000)
Stock-based compensation		109,000		109,000
Issuance of common stock per standby equity purchase agreements		1,154,000		1,154,000
Issuance of common stock per standby equity purchase agreements, shares	904,878
Balance at Mar. 31, 2023	$ 8,000	42,099,000	(31,340,000)	10,767,000
Balance, shares at Mar. 31, 2023	21,181,924
Balance at Dec. 31, 2023	$ 9,000	44,359,000	(49,207,000)	(4,839,000)
Balance, shares at Dec. 31, 2023	21,900,918
Net income (loss)			14,799,000	14,799,000
Stock-based compensation		50,000		50,000
Reclass of derivative liability upon conversion of related convertible notes		144,000		144,000
Issuance of common stock for convertible note conversion		451,000		451,000
Issuance of common stock for convertible note conversion, shares	715,279
Issuance of common stock for settlement with vendors	$ 1,000	1,692,000		1,693,000
Issuance of common stock for settlement with vendors, shares	1,365,261
Issuance of restricted shares to Wisdom Financial to repay loan interest (Note 10)		270,000		270,000
Issuance of restricted shares to Wisdom Financial to repay loan interest (Note 10), shares	180,202
Issuance of common stock for private placements	$ 4,000	11,100,000		11,104,000
Issuance of common stock for private placements, shares	10,290,560
Balance at Mar. 31, 2024	$ 14,000	$ 58,066,000	$ (34,408,000)	$ 23,672,000
Balance, shares at Mar. 31, 2024	34,452,220

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ 14,799	$ (2,778)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	416	355
Gain on sales-type leases		(99)
Reversal of credit loss		(25)
Write down of inventories		80
Amortization of convertible notes	1,490
Loss on Change in market value of derivative liability	58
Share-based compensation	50	109
Impairment loss on goodwill	4,271
Warranty reserve	(235)	(3)
Amortization of right-of-use assets	231	280
Bargain purchase gain	(32,908)
Changes in operating assets and liabilities:
Accounts receivable	(4,523)	10
Inventories	5,631	795
Prepaid expenses and other assets	(277)	222
Accounts payable	793	116
Accrued liabilities	1,144	(93)
Deferred revenue	(5)	(10)
Advance from customers	418	222
Lease liabilities	(482)	(267)
Net investment in leases	54
Amount due to related party	184
Amount due from related party	46
Income tax payable	4,943
Net cash used in operating activities	(3,902)	(1,086)
Cash flows from investing activities:
Purchase of property and equipment	(113)	(71)
Acquisition of Proterra	(10,000)
Net cash used in investing activities	(10,113)	(71)
Cash flows from financing activities:
Repayment of borrowings	(970)	(3)
Proceeds from borrowings	4,263
Repayment of related party borrowings	(1,904)
Proceeds from related party borrowings	1,035
Proceeds received from private placements	11,104	1,154
Net cash generated from financing activities	13,528	1,151
Decrease in cash, cash equivalents and restricted cash	(487)	(6)
Cash, cash equivalents and restricted cash at beginning of the period	3,283	389
Cash, cash equivalents and restricted cash at end of the period	2,796	383
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	2,796	133
Restricted Cash, Current		250
Total cash, cash equivalents, and restricted cash	2,796	383
Supplemental cash flow information:
Income tax paid
Non-cash activities:
Issuance of common stock for settlement with vendors	1,693
Issuance of common stock for convertible note conversion	451
Reclass of derivative liability upon conversion of related convertible debentures	144
Issuance of restricted shares to Wisdom Financial to repay the consulting fee	270
Inventories transferred to property and equipment		$ 163

Description of Business and Org

Description of Business and Organization	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Organization	1. Description of Business and Organization Phoenix Motor Inc. (“Phoenix Motor” or the “Company”) and its subsidiaries (collectively, the “Group”) is engaged in design, assembly, and integration of electric drive systems for medium duty electric vehicles (“EVs”) and electric transit buses. Phoenix Cars, LLC (“PCL”), a subsidiary of Phoenix Motor, designs and manufactures zero- emission electric drivetrain systems for integration in medium to heavy-duty commercial fleet vehicles in United States. PCL also sells a range of material handling products including all-electric lithium-ion forklifts and pallet jacks. Phoenix Motorcars Leasing, LLC (“PML”), a subsidiary of Phoenix Motor, serves as a sales and leasing dealership for PCL in United States. Phoenix Motor was incorporated in the state of Delaware in October 2020. EdisonFuture, Inc., a subsidiary of SPI Energy Co., Ltd (“SPI”), is the parent company of Phoenix Motor. On November 12, 2020, EdisonFuture, Inc. acquired 100 100 On September 26, 2023, the Group’s ultimate parent company, SPI Energy Co., Ltd.’s (“SPI”) wholly - owned subsidiary, EdisonFuture, Inc., sold shares of the Company’s common stock owned by it, representing 56.36 20 In November 2023, the Group participated in two of court auctions and emerged as the highest bidder for two asset packages, one for Proterra transit business unit and one for the Proterra battery lease contracts, with total consideration of $ 10,000 14,994

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies (a) Basis of Presentation The accompany unaudited condensed consolidated financial statements of the Group are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s consolidated financial statements as of December 31, 2023 and accompanying notes in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the quarterly periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Group’s consolidated financial statements for the year ended December 31, 2023. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results for the full years or any future periods. (b) Revenue Recognition The Group’s accounting practices under Accounting Standards Codification (“ASC”) No. 606, “Revenue from Contracts with Customers” (“ASC 606” or “Topic 606”) are as followings: Sales of EVs and kits The Group generates revenue from sales of EVs and kits, which are electric drive system kits that are integrated into shuttle buses sold to the customers The Group recognizes revenue on sales of EVs and kits at a point in time following the transfer of control of such products to the customer, which typically occurs upon the delivery to the customer. The Group determined that the government grants should be considered as part of the transaction price because it is granted to the EV buyer and the buyer remains liable for such amount in the event the grants were not received by the Group or returned due to the buyer violates the government grant terms and conditions. Sales of Transit Buses The Group recognizes revenue on sales of transit buses at a point in time following the transfer of control of such products to the customer, which typically occurs upon the delivery to the customer when the Company can objectively demonstrate that the criteria specified in the contractual acceptance provisions are achieved prior to delivery. In cases where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior delivery, revenue is recognized upon acceptance by the customer. The Group determined that the government grants should be considered as part of the transaction price because it is granted to the transit buses buyer and the buyer remains liable for such amount in the event the grants were not received by the Group or returned due to the buyer violates the government grant terms and conditions. Lease of EVs EV leasing revenue includes revenue recognized under lease accounting guidance for direct leasing programs. The Group accounts for these leasing transactions as operating leases under ASC 842 Leases, and revenues are recognized on a straight-line basis over the contractual term. Sales of forklifts Revenue on sale of forklifts is recognized at a point in time following the transfer of control of such products to the customer, which typically occurs upon delivery or acceptance of the customer depending on the terms of the underlying contracts. Other revenue Other revenue consists of maintenance service, sales of component and charging stations, sales of forklifts, shipping and delivery fees and others. For maintenance service, revenues are recognized on a straight-line basis over the contractual term. For sales of component and charging stations, shipping and delivery fees and others, the Group recognizes revenue at a point in time following the transfer of control of such products or services to the customer, which typically occurs upon the delivery to the customer. Disaggregation of revenues The Group disaggregates its revenue by four primary categories: sales of transit buses, sales of EVs, lease of EVs, sales of forklifts and others. The following is a summary of the Group’s disaggregated revenues: Schedule of Disaggregated Revenues March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 March 31, 2023 (Unaudited) (Unaudited) Sales of transit buses $ 8,531 $ — Sales of EVs 250 1,151 Lease of EVs 39 90 Sales of forklifts 39 214 Others 561 326 Total $ 9,420 $ 1,781 The following is a summary of the Group’s disaggregated revenues by timing of revenue recognition: Three Months Ended March 31, 2024 March 31, 2023 (Unaudited) (Unaudited) Over time $ 235 $ 225 Point in time 9,185 1,556 Total $ 9,420 $ 1,781 A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. The Group records contract liabilities as advance from customers. As of March 31, 2024 and December 31, 2023, the balances of contract liabilities were $ 2,799 2,381 58 (c) Leases Lessor Accounting During the year ended December 31, 2023, the Group amended agreements with the customers related to the leased EVs to renew the lease term. Since there was no grant of additional right-of-use assets, the Group did not account for the modified lease agreements as new leases but accounted for the original lease and the modified lease agreements as a combined lease. The Group reviewed the combined lease agreements and considered that (i) the lease term represents for the major part (greater than 75%) of the economic life of the underlying equipment; and (ii) the present value of the sum of lease payments and any residual value guaranteed by the lessee that has not already been included in lease payments equals or exceeds substantially (greater than 90%) all of the fair value of the underlying asset. The modified EV lease agreements are thus accounted for as sales-type leases. Under sales-type lease accounting, at the commencement date, the lessor recognizes a net investment in the lease, based on the estimated fair value of the underlying leased assets at contract inception, and derecognizes the underlying assets with the difference recorded as selling profit or loss arising from the lease, and interest income from the lease is recognized over the lease term. The net investment in leases was $ 424 248 99 (d) Business Combination Business combinations are recorded using the acquisition method of accounting and, accordingly, the acquired assets and liabilities are recorded at their fair market value at the date of acquisition. Any excess of acquisition cost over the fair value of the acquired assets and liabilities, including identifiable intangible assets, is recorded as goodwill. The Group charges acquisition related costs that are not part of the purchase price consideration to general and administrative expenses as they are incurred. Those costs typically include transaction and integration costs, such as legal, accounting, and other professional fees. According to Business Combination (Topic 805) the Group performs a screen test to evaluate whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. (e) Fair Value Measurement The Group measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: ● Level 1 — Quoted market prices in active markets for identical assets or liabilities. ● Level 2 — Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs). ● Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions. The Group uses quoted market prices to determine the fair value when available. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates. The carrying values of the Group’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payables, accrued liabilities and advance from customers, approximate their fair values due to the short-term nature of these instruments. (f) Product Warranties Products Warranties on EVs and Kits The Group provides warranties on all vehicles or components sold in addition to pass through warranties from third party component suppliers. The Group accrues a warranty reserve for the products sold by the Group, which includes the Group’s best estimate of the projected costs to repair or replace items under warranties. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Group’s relatively short history of sales, and changes to the Group’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The Group considers the warranty provided is not providing incremental service to customers rather an assurance to the quality of the vehicle, and therefore is not a separate performance obligation and should be accounted for in accordance with ASC 460, Guarantees. Products Warranties on transit buses and batteries The Group provides a limited warranty to customers on vehicles, battery systems and components. The limited warranty ranges from one to 12 years depending on the components. Pursuant to these warranties, the Group will repair, replace, or adjust the parts on the products that are defective in factory supplied materials or workmanship. The Group records a warranty reserve for the products sold at the point of revenue recognition, which includes the best estimate of the projected costs to repair or replace items under the limited warranty. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the relatively short history of sales. Changes to the historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within warranty reserve - short term liabilities while the remaining balance is included within warranty reservice - long term liabilities on the balance sheets. Warranty expense is recorded as a component of cost of sales in the condensed consolidated statements of operations. The balance of warranty reserves was $ 15,018 289 (g) Assets Held-for-Sale The Group classifies assets to be sold as assets held for sale when (i) the management has approved and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition and is ready for sale, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale are recorded at the lower of the carrying amount or fair value less the cost to sell and are reflected as held-for-sale leased assets in the consolidated balance sheets. (h) Goodwill The Group assess goodwill for impairment on annual basis in accordance with ASC 350-20, Intangibles – Goodwill and Other: Goodwill, which permits the Group to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. If this is the case, the quantitative goodwill impairment test is required. If it is more likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required. Quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the three months ended March 31, 2024, the Group identified impairment indicator resulted from the Company’s continuous decreasing stock price since January 2024 and performed interim goodwill impairment testing. The Group recorded an impairment on goodwill of $ 4,271

Going concern

Going concern	3 Months Ended
	Mar. 31, 2024
Going Concern
Going concern	3. Going concern The Group has net income of $ 14,799 3,902 20,000 For the next 12 months from the issuance date of the condensed consolidated quarterly financial statements, the Group plans to continue pursuing strategies to improve liquidity and raise additional funds while implementing various measures to control costs and improve efficiency. Such strategies and measures include the following: 1) continue to drive for operation integration and efficiency under ONE Phoenix, re-alignment operating units under ONE Goal, right sizing workforce under ONE Team; 2) re-establish the cost structure and cost base to increase operation efficiency with the new integrated ERP and other operating systems; 3) expand and strengthen strategic partnership to outsource a significant portion of design and engineering work for the next generation product to third party vendors and suppliers to control overall development and supply chain costs; 4) implement working capital initiatives and negotiate better payment terms with customers and for some of the new orders, require down payments; 5) implement cash saving initiatives and tighter cash control, and calibrate capital allocation to manage liquidity; and 6) continue to proactively implement a robust capital market strategy to provide financing for the Group’s operations through proceeds from private stock offering, debt financings including but not limited to term loans, revolving line of credit and equity linked instruments, and potentially federal and state incentive funding programs. There is no assurance that the plans will be successfully implemented. If the Group fails to achieve these goals, the Group may need additional financing to repay debt obligations and execute its business plan, and the Group may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Group is unsuccessful in increasing its gross profit margin and reducing operating losses, the Group may be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on the Group’s business, financial condition and results of operations and may materially adversely affect its ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Group be unable to continue as a going concern.

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Business Combination	4. Business Combination In November 2023, the Group participated in two auctions conducted by the United States Bankruptcy Court and emerged as the highest bidder for two asset packages, one for Proterra transit business unit and one for the Proterra battery lease contracts, with total consideration of $ 10,000 553 14,994 The acquisition was accounted for as a business combination. Accordingly, the acquired assets and liabilities were recorded at their fair value at the date of acquisition. The purchase price allocation was based on a valuation analysis that utilized and considered generally accepted valuation methodologies such as the market and cost approach. The Group determines the fair value of the assets acquired and the liabilities assumed in this business combination with the assistance of a third-party valuation firm. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed are based on various assumptions and valuation methodologies requiring considerable judgment from management. The amount of the identifiable net assets acquired exceeds the fair value of the consideration transferred and the allocation of negative goodwill to reduce the tax bases of acquired net assets causes the book bases to exceed their respective tax bases, resulting in the recognition of deferred tax liabilities. The Group measures the bargain purchase gain from Proterra acquisition as follows: Schedule of Bargain Purchase Gain From Proterra Acquisition Inventories. $ 60,051 Right-of-use assets 2,663 Property and equipment 4,238 Battery lease receivable 6,400 Lease liabilities (2,663 ) Warranty liabilities (14,994 ) Deferred tax liabilities (12,787 ) Identifiable net assets acquired (a) 42,908 Less: Fair value of the consideration transferred (b) 10,000 Gain on bargain purchase (b-a) $ 32,908 The gain on bargain purchase from the Proterra acquisition was generated from the acquisition of a bankrupt company and the Group was the only bidder who would continue to run the transit business and keep all transit business employees for at least a one year period. Other bidders would liquidate the transit assets and terminate the transit business employees. The Group’s bidding was accepted by the Bankruptcy Court. Due to the fact that the acquisition occurred in the current interim period, the Group’s fair value estimates for the purchase price allocation are preliminary and may change during the allowable measurement period, which is up to the point the Group obtains and analyzes the information that existed as of the date of the acquisition necessary to determine the fair values of the assets acquired and liabilities assumed, but in no case to exceed more than one year from the date of acquisition. As of September 30, 2024, the Group had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, property and equipment, inventories, tax uncertainties and liabilities assumed. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in material adjustments to gain on bargain purchase. The pro forma information that presents the Group’s pro forma results of operations assuming the acquisition of Proterra transit buses and battery lease receivables took place on January 1, 2023 is not available due to the following reasons: (i) Proterra had three business groups and the three Proterra business groups were integrated and worked together to fulfill customers’ orders, and Proterra does not have standalone data for any of its three business groups, including employee data; and (ii) Proterra did not grant access to the Group of Proterra’s prior years’ consolidated financial data due to the integrated nature of this data. Furthermore, due to significant personnel turnover in the accounting and finance departments of Proterra, the Group lacks the historical knowledge and data to recreate the standalone financial statements for each business group for prior periods The following information presents the revenue and earnings from Proterra transit bus business and Proterra battery lease receivables included in the Group’s condensed consolidated financial statements for the three months ended March 31, 2024: Schedule of Revenue and Earnings From Proterra Three months March 31, 2024 (Unaudited) Revenues $ 8,979 Net income $ 24,572

Assets held for sale

Assets held for sale	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Assets held for sale	5. Assets held for sale On February 7, 2024, the Group completed the acquisition of the Proterra Battery Lease Agreements, by which the Group was assigned with the right to collect certain leasing receivables which Proterra was a party as the lessor thereunder, used in connection with deployed Proterra electric transit buses. The fair value of the lease receivables as of the acquisitions date was determined to be $ 6,400 994 As of March 31, 2024, the Group has committed to a plan to sell the battery lease receivables and this group of asset to be sold is ready for sale and can be clearly distinguished and valued at its reasonable current fair value. The transaction is probable to close in the second half of 2024 and it is unlikely that significant changes will be made. Thus, the leased assets were recorded as assets held-for-sale and recorded at the lower of the carrying value or fair value less costs to sell. On June 24, 2024, the Group entered into an asset purchase agreement with Zenobe. In the agreement, the Group sells the battery lease receivables to Zenobe in two batches while retains the warranty liability associated with leased batteries. The aggregate purchase price for Batch 1 transferred assets is made of: (i) $3,575, minus (ii) any payments received by the Group from March 1, 2024 to the Batch 1 closing date, plus (iii) the assumption of the Assumed Liabilities incurred after the applicable Closing Date related to the Batch 1 Transferred Assets. The aggregate purchase price for Batch 2 transferred assets is made of: (i) $2,175, minus (ii) any payments received by the Group from March 1, 2024 to the Batch 2 closing date, plus (iii) assumption of the Assumed Liabilities incurred after the applicable Closing Date related to the Batch 2 Transferred Assets. 2,400 The Group recorded the carrying amount of lease receivable at $ 6,370

Summary of Accounts Receivable

Summary of Accounts Receivable	3 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
Summary of Accounts Receivable	6. Accounts Receivable, Net The accounts receivable, net as of March 31, 2024 and December 31, 2023 consisted of the following: Summary of Accounts Receivable March 31, December 31, 2024 2023 (unaudited) Accounts receivable, customers $ 4,841 171 Accounts receivable, governmental incentive 158 305 Accounts receivable Less: Allowance for doubtful accounts (25 ) (25 ) Accounts receivable, net $ 4,974 $ 451 For the three months ended March 31, 2024, there was no 25

Inventories

Inventories	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Inventories	7. Inventories Inventories as of March 31, 2024 and December 31, 2023 consisted of the following: Summary of Inventories March 31, December 31, 2024 2023 (unaudited) Raw materials $ 41,861 $ 865 Work in process 8,530 108 Finished goods 5,825 823 Total inventories $ 56,216 $ 1,796 During the three months ended March 31, 2024, there was no 80

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	3 Months Ended
	Mar. 31, 2024
Prepaid Expenses And Other Current Assets
Prepaid Expenses and Other Current Assets	8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consist of the following: Summary of Prepaid Expenses and Other Current Assets March 31, December 31, 2024 2023 (unaudited) Prepaid expenses $ 100 $ 100 Sales-type lease receivable 248 249 Vendor deposits 417 131 Others 30 38 Total prepaid and other current assets 795 518 Less: Provision for credit loss (162 ) (162 ) Total prepaid and other current assets, net $ 633 $ 356

Sales-type Lease Receivable

Sales-type Lease Receivable	3 Months Ended
	Mar. 31, 2024
Sales-type Lease Receivable
Sales-type Lease Receivable	9. Sales-type Lease Receivable The Group entered into a total of ten Sales-type lease receivables-short term as of March 31, 2024 and December 31, 2023 was $ 248 249 176 230 Interest income recognized for sales-type leases for the three months ended March 31, 2024 was $ 16 Summary of Net Investment in Sales-type Leases As of March 31 2024 Lease receivables-long term 176 Lease receivables-short term 248 Total lease receivables 424 Unguaranteed residual assets — Net investment in leases 424 Recorded in Prepaid expenses and other current assets 248 Recorded in Net investment in leases- non-current 176 Annual minimum undiscounted lease payments under the Group’s leases were as follows as of March 31, 2024: Summary of Annual Minimum Undiscounted Lease Payments Sales-type Remaining of 2024 231 Years Ending December 31, 2025 184 2026 54 2027 15 2028 and thereafter — Total lease receipt payments 484 Less: Imputed interest (60 ) Total lease receivables (1) 424 Unguaranteed residual assets — Net investment in leases (1) 424 (1) Current portion of $ 248

Short-term Borrowings

Short-term Borrowings	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Short-term Borrowings	10. Short-term Borrowings Financing with Nations Bus On February 27, 2024, the Group entered into a financing agreement with Nations Bus Corp. (“Nations Bus”). In the agreement, it stated that the Group had purchased certain assets of Proterra Transit, including 6 652 3,909 1,900 2,800 467 467 3,909 2,800 3,909 1,109 2,800 900 Financing with Agile Capital On March 12, 2024, the Group entered into a Subordinated Business Loan and Security Agreement (“Term Loan”) with Agile Capital Funding, LLC (“Agile Capital”) as collateral agent, and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this agreement (each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”). The total principal amount of the Term Loan is $ 2,363 113 2,250 3,402 1,039 5.00% The collateral of the Term Loan consists of all of the Group’s right, title and interest in and to the following property: All of the Group’s goods, accounts, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including Intellectual Property), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other collateral accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and all of the Group’s books and records relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. If changes in business or management, ownership occur, or the Term Loan is accelerated following the occurrence of an Event of Default (as defined in the Term Loan), the Group shall immediately pay to Lenders, payable to each Lender in accordance with its respective pro rata share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon accrued through the prepayment date, (ii) the prepayment fee (equal to the aggregate and actual amount of interest that would be paid through the maturity date), plus (iii) all other obligations that are due and payable, including, without limitation, interest at the default rate with respect to any past due amounts. Since August 2024, the weekly payment amount agreed in the payment schedule was $ 122 30 40 5.00 Financing with Wisdom The Group entered into a short-term loan agreement with total principal amount of $ 961 279 9 270 180,202

Equity

Equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Equity	11. Equity (a) Private Placements On January 4, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor, relating to a private placement by the Company pursuant to which the Company issued 600,000 1.13 600,000 1.13 one year 678 576 1,200,000 600,000 On January 11, 2024, the Company entered into separate Securities Purchase Agreements with four 3,478,260 1.15 13,913,043 2.00 4,000 15,908 On January 29, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, to issue and sell in a registered direct offering an aggregate of 4,196,370 4,196,370 1.15 one 2.00 4,826 4,740 On February 7, 2024, the Company entered into another Securities Purchase Agreement with certain accredited investors, to issue and sell in a registered direct offering an aggregate of 1,415,929 1,415,929 1.13 2.00 1,600 1,388 (b) Shares Issued to Settle Vendor Payables During the three months ended March 31, 2024, the Group issued 769,099 953 596,162 739

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-based Compensation	12. Stock-based Compensation During the three months ended March 31, 2024 and 2023, there were no 50 109 There were no changes to the contractual life of any fully vested options during the three months ended March 31, 2024 and 2023. As of March 31, 2024, unrecognized share-based compensation expenses related to the share options granted were $ 582 2.11

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	13. Related Party Transactions During the three months ended March 31, 2024, the Group borrowed of $ 1,020 12% 1,866 38 406 243 163 15 During the three months ended March 31, 2024, the Group collected $ 46 84 130 On March 6, 2024, SPI entered into a Deed of Settlement with its creditor, Streeterville Capital, LLC (“Streeterville”) to settle the unpaid balances of certain convertible notes via installment payments as agreed in the Deed of Settlement. As of part of this Deed of Settlement, the Group, as the guarantor, covenants to Streeterville to pay and satisfy on demand all liabilities due from SPI to Streeterville with a total amount of $ 14,994

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Convertible Notes Payable	14. Convertible Notes Payable On June 23, 2023, the Company entered into a Securities Purchase Agreement (the “ Original SPA 5,100 June 2023 Notes 8.5% 18 months 4.75% 7.75% 30% 30 The June 2023 Notes are convertible into shares of common stock of the Company, at a conversion price equal to the greater of (x) $ 0.60 Floor Price 87.5% 7 Variable Price Alternative Conversion Thus, the Group determined that the conversion feature and the alternative conversion features embedded within the June 2023 Notes met the definition of embedded derivatives and the Group estimated a fair value of the derivative liability using the Monte Carlo Simulation Model at the date of issuance. As the fair value of the derivative liability is less than the face value of the June 2023 Notes, the fair value of the derivative liability of $ 294 136 On October 26, 2023, the Company entered into the First Amendment (the “Amendment”) to the Original SPA, with the same accredited investor. Pursuant to the Amendment, the “Funding Amount” under the Original SPA was increased to an aggregate principal amount equal to no greater than $ 9,667 1,750 In connection with the Amendment, the Company issued a warrant (the “October Warrant”) to the investor to purchase up to 1,500,000 1.30 The October 2023 Notes are convertible into shares of common stock of the Company, at a conversion price equal to the greater of (x) $ 0.60 87.5% 7 The Group determined that the conversion feature and alternate conversion feature within the October 2023 Notes met the definition of embedded derivatives and the Group estimated a fair value of the derivative liability using the Binominal Tree Model at the date of issuance. In addition, the Group considered that the October Warrants were issued in a bundled transaction with the October 2023 Notes, and the proceeds received from the transaction should be allocated based on the relative fair values of the base instrument and the warrants. Accordingly, the Group recorded the relative fair value of the October Warrant of $ 590 543 254 440 On November 10, 2023, the Company entered into Second Securities Purchase Agreement (the “Second SPA”) with the same accredited investor, which the Company agreed to issue and sell, in a private placement, subject to the satisfaction of certain closing conditions, a $ 12,000 1,000,000 1.30 The Group determined that the Execution Warrant met the definition of equity instrument, and the Group estimated a fair value of Execution Warrant using the Black Scholes pricing model at the date of issuance. The Group considered that the Execution Warrant was issued in a bundled transaction with a future convertible note offering, and the Execution Warrant was considered as issuance costs associated with the future convertible note offering and should be deferred and charged against the gross proceeds of the future offering as debt discount based on the relative fair values of the base instrument and the warrants. However, this future convertible note offering (Second SPA) is to be closed subject to certain closing conditions. The Group considered that it is less likely that the closing conditions could be achieved in the future and recorded the deferred costs as expenses during the year ended December 31, 2023. On April 5, 2024, the Group entered into a waiver letter by and between the Company and the above investor to which the investor waived its right to require the Company to sell $ 12,000 On March 29, 2024, the Group noted that an event of default has occurred under the June 2023 Notes and October 2023 Notes, due to a failure to observe or perform in a material respect the following covenants: 1) under the Registration Rights Agreement dated on November 10, 2023, the Company agreed to use all commercially reasonable efforts to cause a registration statement relating to the registrable securities to become effective and to keep such registration statement effective until the earlier to occur of the date on which (A) the investor shall have sold all the registrable securities; or (B) the investor has no right to acquire any additional shares of common stock under the purchase agreement or the warrants; and 2) under the Securities Purchase Agreement dated as of June 23, 2023 and a covenant under the notes , as In addition, the Group is obligated to pay to the holder of the June 2023 Note and October 2023 Note all of the outstanding principal amount and accrued interest on the date of occurrence of the Event of Default. As of the date of issuance of the unaudited condensed consolidated financial statements, the noteholder has not declared that an Event of Default has occurred and that the notes are due and payable. As a result of the default, the carrying amount of both June 2023 Note and October 2023 Note were classified as convertible notes, current and all the remaining unamortized debt discounts were amortized into interest expense immediately. During the three months ended March 31, 2024, the Group issued a total of 715,279 440 11 451 144 The Group recorded interest expenses from debt discount amortization in interest expense, net in the statements of operations of $ 1,490 nil 203 1,287 The Group recorded accrued interest of convertible notes in interest expense, net in the statements of operations of $ 93 nil As of March 31, 2024 and December 31, 2023, the carrying amounts of the Group’s convertible bonds are $ 2,910 1,860 nil 1,490 As of March 31, 2024, there was no

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2024
Net income (loss) per share of common stock:
Earnings (Loss) Per Share	15. Earnings (Loss) Per Share The following is a reconciliation of the numerator and denominator used to calculate basic earnings (loss) per share and diluted earnings (loss) per share for the three months ended March 31, 2024 and 2023: Summary of Earnings (Loss) Per Share March 31, 2024 March 31, 2023 Basic earnings (loss): Basic earnings $ 14,799 $ (2,778 ) Diluted earnings (loss): Net income (loss) $ 14,799 $ (2,778 ) Chang in fair value of derivative liability 58 — Interest expense from Convertible Notes 93 — Diluted earnings (loss) $ 14,950 $ (2,778 ) Basic weighted average shares 30,456,235 20,823,622 Potentially diluted shares 3,791,723 — Diluted shares 34,247,958 20,823,622 Earnings per share Basic $ 0.49 $ (0.13 ) Diluted $ 0.44 $ (0.13 ) During the three months ended March 31, 2024 and 2023, stock options to purchase 2,087,250 2,835,000 22,625,342 nil no

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	16. Commitments and Contingencies Guarantee for SPI On March 6, 2024, the Group’s related party, SPI Energy Co., Ltd. (“SPI”) entered into a Deed of Settlement with its creditor, Streeterville Capital, LLC (“Streeterville”) to settle the unpaid balances of certain convertible notes via installment payments as agreed in the Deed of Settlement. As of part of this Deed of Settlement, the Company, as the guarantor, covenants to Streeterville to pay and satisfy on demand all liabilities due from SPI to Streeterville with a total amount of $ 14,980 Commitments — 815 one year 20,000 Contingency — 250 In the opinion of management, there were no other material pending or threatened claims and litigation as of March 31, 2024 and through the issuance date of these condensed consolidated financial statements.

Concentration Risk

Concentration Risk	3 Months Ended
	Mar. 31, 2024
Risks and Uncertainties [Abstract]
Concentration Risk	17. Concentration Risk Concentration of Credit Risk Assets that potentially subject the Group to significant concentrations of credit risk primarily consist of cash and cash equivalents, and accounts receivable. As of March 31, 2024 and December 31, 2023, the cash and cash equivalents are deposited within federally insured banks, which are typically below the insured limits. There is one customer representing 84.2 two 35.5 35.0 Concentration of Customers and Suppliers For the three months ended March 31, 2024, there were two customers representing 44.4 41.4 13.4 11.5 no 10 10.4

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	18. Subsequent Events Guarantee for SPI On March 6, 2024 (See Note 16), the Group’s related party, SPI Energy Co., Ltd. (“SPI”) entered into a Deed of Settlement with its creditor, Streeterville Capital, LLC (“Streeterville”) to settle the unpaid balances of certain convertible notes via installment payments as agreed in the Deed of Settlement. As of part of this Deed of Settlement, the Company, as the guarantor, covenants to Streeterville to pay and satisfy on demand all liabilities due from SPI to Streeterville with a total amount of $ 14,980 On July 15 2024, SPI entered into a Second Addendum to the Deed of Settlement with Streeterville, under which Streeterville agreed to release the Group from the guarantee for SPI contingent upon several specific payments to be made on or before August 30, 2024 by SPI. As of the date of this report, SPI has fulfilled all payment obligations to Streeterville required through August 30, 2024. On September 6, 2024, Streeterville provided a Deed of Release of Guarantor to the Group, confirming that Streeterville releases and discharges the Group from all past, present and future liability to Streeterville under the guarantee to Streeterville for SPI and also from all actions, claims and demands under or in connection with this guarantee. Unauthorized Form 8-K On May 20, 2024, a Current Report on Form 8-K with a date of report of May 17, 2024 (the “Unauthorized Form 8-K”) and signed by J. Mark Hastings, who resigned as Chief Financial Officer of the Company effective as of April 10, 2024, was filed with the Securities and Exchange Commission (the “Commission”), purportedly on behalf of the Company. However, the current and legally designated management of the Company (“Management”) had no knowledge of the Unauthorized Form 8-K, and was unaware of its existence until reviewing the same upon its filing with the Commission. On May 21, 2024, the Company filed a Current Report on Form 8-K with the Commission, in which the Company disavowed the Unauthorized Form 8-K filed by Mr. Hastings, including the substance and legal efficacy of all assertions made therein. Management believes that the purported actions or events described in the Unauthorized Form 8-K were not legally valid and that the person or persons who filed, or who participated in or directed the filing of, the Unauthorized Form 8-K were not legally entitled to do so under the federal securities laws. On May 16, 2024, the holders of a majority of the outstanding aggregate voting stock of the Company adopted resolutions by written consent in lieu of a meeting that was delivered to the Company’s board of directors on May 16, 2024, effectuating (i) the removal of John F. Perkowski, Steven E. Stivers, Sam Van, Kristine Chen and Steven Li from the board of directors of the Company and (ii) electing Julia Yu, Yongmei (May) Huang and James Young as members of the board of directors of the Company. The written consent was effective on May 16, 2024 when it was signed and delivered to the Company. Accordingly, the former Board members who were removed on May 16, 2024 did not have the power and capacity after their removal to meet on May 17, 2024 or to take any of the actions they purportedly took during that meeting (including purportedly approving the filing of the Unauthorized Form 8-K). Likewise, Mr. Hastings, who resigned from the Company effective April 10, 2024, was not authorized to file the Unauthorized Form 8-K on behalf of the Company on May 20, 2024. Loan agreement with SPI On June 22, 2024, the Group entered into a loan agreement with its related party, SPI. In the agreement, the Group agreed to lend up to an aggregate amount of $ 3,000 12 500 1,750 2,250 and on September 30, 2024, $ 22 October 1, 2024 Financing with Dynasty Capital 26, LLC On July 25, 2024, the Group entered into a Future Receivables Sale and Purchase Agreement with Dynasty Capital 26, LLC (“Dynasty”). In the agreement, the Group irrevocably assigns, transfers and conveys onto Dynasty all of the Group’s right, title and interest in the specified percentage of the future receipts until the purchased amount shall have been delivered by the Group to Dynasty (“Dynasty Purchased Future Receipts”). This sale of the Dynasty Purchased Future Receipts is made without express or implied warranty to Dynasty of collectability of the Dynasty Purchased Future Receipts by Dynasty and without recourse against the Group and/or guarantor, except as specifically set forth in the agreement. By virtue of the agreement, the Group transfers to Dynasty full and complete ownership of the Dynasty Purchased Future Receipts and the Group retains no legal or equitable interest therein. The total purchase price is $ 500 50 450 750 22 47 22 47 600 100 25 Financing with Parkview Advance LLC On July 31, 2024, the Group entered into a Future Receivables Sale and Purchase Agreement with Parkview Advance LLC (“Parkview”). In the agreement, the Group irrevocably assigns, transfers and conveys onto Parkview all of the Group’s right, title and interest in the specified percentage of the future receipts until the purchased amount shall have been delivered by the Group to Parkview (“Parkview Purchased Future Receipts”). This sale of the Parkview Purchased Future Receipts is made without express or implied warranty to Parkview of collectability of the Parkview Purchased Future Receipts by Parkview and without recourse against the Group and/or guarantor, except as specifically set forth in the agreement. By virtue of the agreement, the Group transfers to Parkview full and complete ownership of the Parkview Purchased Future Receipts and the Group retains no legal or equitable interest therein. The total purchase price is $ 400 20 380 600 37 Grant of options On July 1, 2024, 2,415,009 25 0.34 Minimum Bid Price Requirement On April 12, 2024, the Company received a letter (the “April 12 Deficiency Letter”) from the staff from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $ 1 The April 12 Deficiency Letter has no immediate effect on the listing of the Company’s common stock, and its common stock continues to trade on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until October 9, 2024, to regain compliance with the Minimum Bid Price Requirement. If at any time before October 9, 2024, the bid price of the Company’s common stock closes at $ 1.00 1 In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff will provide notice that its securities will be subject to delisting. If the Company does not regain compliance by October 9, 2024, and is otherwise not eligible for additional time to regain compliance, the Staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel. Minimum Stockholders’ Equity Requirement On April 17, 2024, the Company received a letter (the “April 17 Deficiency Letter”) from Nasdaq indicating that, based upon the Company’s Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), the Company was not in compliance with the requirement to maintain a minimum of $ 2,500 4,839 The April 17 Deficiency Letter has no immediate effect on the listing of the Company’s common stock, and its common stock continues to trade on The Nasdaq Capital Market. After filing this report, the Company anticipates regaining compliance with the minimum stockholders' equity requirement. As detailed in this report, as of March 31, 2024, the Company reported stockholders’ equity of $ 23,672 The Company is currently evaluating various courses of action to regain compliance. However, there can be no assurance that the Company will be able to regain compliance. If the Company does not regain compliance within the compliance period, or if the Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s securities will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan or any delisting determination to a Nasdaq hearings panel. Nasdaq Delinquency Notices On May 22, 2024, the Company received a delinquency notification letter from Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (the “Initial Delinquent Filing”). On August 21, 2024, the Company received an additional delinquency notification letter from Nasdaq due to the Company’s non-compliance with the Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024. The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The deficiency letters have no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “PEV” at this time. As a result of the additional delinquency, the Company is required to regain compliance with all delinquent filings within 180 calendar days from the due date of the Initial Delinquent Filing, or November 18, 2024. On September 3, 2024, the Company submitted an update to its original plan to regain compliance with respect to the filing requirements. If the Company’s plan to regain compliance is not accepted, Nasdaq rules would permit the Company to appeal the decision to reject the Company’s proposed compliance plan to a Nasdaq Hearings Panel. The Company is in the process of completing its Form 10-Q for the quarterly period ended June 30, 2024 and intends to file such report as soon as practicable. While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards. The Group has evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements and determined there were no other subsequent events that occurred that would require recognition or disclosure in the condensed consolidated financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	(a) Basis of Presentation The accompany unaudited condensed consolidated financial statements of the Group are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group’s consolidated financial statements as of December 31, 2023 and accompanying notes in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the quarterly periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Group’s consolidated financial statements for the year ended December 31, 2023. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results for the full years or any future periods.
Revenue Recognition	(b) Revenue Recognition The Group’s accounting practices under Accounting Standards Codification (“ASC”) No. 606, “Revenue from Contracts with Customers” (“ASC 606” or “Topic 606”) are as followings: Sales of EVs and kits The Group generates revenue from sales of EVs and kits, which are electric drive system kits that are integrated into shuttle buses sold to the customers The Group recognizes revenue on sales of EVs and kits at a point in time following the transfer of control of such products to the customer, which typically occurs upon the delivery to the customer. The Group determined that the government grants should be considered as part of the transaction price because it is granted to the EV buyer and the buyer remains liable for such amount in the event the grants were not received by the Group or returned due to the buyer violates the government grant terms and conditions. Sales of Transit Buses The Group recognizes revenue on sales of transit buses at a point in time following the transfer of control of such products to the customer, which typically occurs upon the delivery to the customer when the Company can objectively demonstrate that the criteria specified in the contractual acceptance provisions are achieved prior to delivery. In cases where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior delivery, revenue is recognized upon acceptance by the customer. The Group determined that the government grants should be considered as part of the transaction price because it is granted to the transit buses buyer and the buyer remains liable for such amount in the event the grants were not received by the Group or returned due to the buyer violates the government grant terms and conditions. Lease of EVs EV leasing revenue includes revenue recognized under lease accounting guidance for direct leasing programs. The Group accounts for these leasing transactions as operating leases under ASC 842 Leases, and revenues are recognized on a straight-line basis over the contractual term. Sales of forklifts Revenue on sale of forklifts is recognized at a point in time following the transfer of control of such products to the customer, which typically occurs upon delivery or acceptance of the customer depending on the terms of the underlying contracts. Other revenue Other revenue consists of maintenance service, sales of component and charging stations, sales of forklifts, shipping and delivery fees and others. For maintenance service, revenues are recognized on a straight-line basis over the contractual term. For sales of component and charging stations, shipping and delivery fees and others, the Group recognizes revenue at a point in time following the transfer of control of such products or services to the customer, which typically occurs upon the delivery to the customer. Disaggregation of revenues The Group disaggregates its revenue by four primary categories: sales of transit buses, sales of EVs, lease of EVs, sales of forklifts and others. The following is a summary of the Group’s disaggregated revenues: Schedule of Disaggregated Revenues March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 March 31, 2023 (Unaudited) (Unaudited) Sales of transit buses $ 8,531 $ — Sales of EVs 250 1,151 Lease of EVs 39 90 Sales of forklifts 39 214 Others 561 326 Total $ 9,420 $ 1,781 The following is a summary of the Group’s disaggregated revenues by timing of revenue recognition: Three Months Ended March 31, 2024 March 31, 2023 (Unaudited) (Unaudited) Over time $ 235 $ 225 Point in time 9,185 1,556 Total $ 9,420 $ 1,781 A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. The Group records contract liabilities as advance from customers. As of March 31, 2024 and December 31, 2023, the balances of contract liabilities were $ 2,799 2,381 58
Leases	(c) Leases Lessor Accounting During the year ended December 31, 2023, the Group amended agreements with the customers related to the leased EVs to renew the lease term. Since there was no grant of additional right-of-use assets, the Group did not account for the modified lease agreements as new leases but accounted for the original lease and the modified lease agreements as a combined lease. The Group reviewed the combined lease agreements and considered that (i) the lease term represents for the major part (greater than 75%) of the economic life of the underlying equipment; and (ii) the present value of the sum of lease payments and any residual value guaranteed by the lessee that has not already been included in lease payments equals or exceeds substantially (greater than 90%) all of the fair value of the underlying asset. The modified EV lease agreements are thus accounted for as sales-type leases. Under sales-type lease accounting, at the commencement date, the lessor recognizes a net investment in the lease, based on the estimated fair value of the underlying leased assets at contract inception, and derecognizes the underlying assets with the difference recorded as selling profit or loss arising from the lease, and interest income from the lease is recognized over the lease term. The net investment in leases was $ 424 248 99
Business Combination	(d) Business Combination Business combinations are recorded using the acquisition method of accounting and, accordingly, the acquired assets and liabilities are recorded at their fair market value at the date of acquisition. Any excess of acquisition cost over the fair value of the acquired assets and liabilities, including identifiable intangible assets, is recorded as goodwill. The Group charges acquisition related costs that are not part of the purchase price consideration to general and administrative expenses as they are incurred. Those costs typically include transaction and integration costs, such as legal, accounting, and other professional fees. According to Business Combination (Topic 805) the Group performs a screen test to evaluate whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business.
Fair Value Measurement	(e) Fair Value Measurement The Group measures at fair value certain of its financial and non-financial assets and liabilities by using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price, based on the highest and best use of the asset or liability. The levels of the fair value hierarchy are: ● Level 1 — Quoted market prices in active markets for identical assets or liabilities. ● Level 2 — Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable, such as interest rate and yield curves, and market-corroborated inputs). ● Level 3 — Unobservable inputs in which there is little or no market data, which require the reporting unit to develop its own assumptions. The Group uses quoted market prices to determine the fair value when available. If quoted market prices are not available, the Group measures fair value using valuation techniques that use, when possible, current market-based or independently-sourced market parameters, such as interest rates. The carrying values of the Group’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payables, accrued liabilities and advance from customers, approximate their fair values due to the short-term nature of these instruments.
Product Warranties	(f) Product Warranties Products Warranties on EVs and Kits The Group provides warranties on all vehicles or components sold in addition to pass through warranties from third party component suppliers. The Group accrues a warranty reserve for the products sold by the Group, which includes the Group’s best estimate of the projected costs to repair or replace items under warranties. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Group’s relatively short history of sales, and changes to the Group’s historical or projected warranty experience may cause material changes to the warranty reserve in the future. The Group considers the warranty provided is not providing incremental service to customers rather an assurance to the quality of the vehicle, and therefore is not a separate performance obligation and should be accounted for in accordance with ASC 460, Guarantees. Products Warranties on transit buses and batteries The Group provides a limited warranty to customers on vehicles, battery systems and components. The limited warranty ranges from one to 12 years depending on the components. Pursuant to these warranties, the Group will repair, replace, or adjust the parts on the products that are defective in factory supplied materials or workmanship. The Group records a warranty reserve for the products sold at the point of revenue recognition, which includes the best estimate of the projected costs to repair or replace items under the limited warranty. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the relatively short history of sales. Changes to the historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within warranty reserve - short term liabilities while the remaining balance is included within warranty reservice - long term liabilities on the balance sheets. Warranty expense is recorded as a component of cost of sales in the condensed consolidated statements of operations. The balance of warranty reserves was $ 15,018 289
Assets Held-for-Sale	(g) Assets Held-for-Sale The Group classifies assets to be sold as assets held for sale when (i) the management has approved and commits to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition and is ready for sale, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale are recorded at the lower of the carrying amount or fair value less the cost to sell and are reflected as held-for-sale leased assets in the consolidated balance sheets.
Goodwill	(h) Goodwill The Group assess goodwill for impairment on annual basis in accordance with ASC 350-20, Intangibles – Goodwill and Other: Goodwill, which permits the Group to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. If this is the case, the quantitative goodwill impairment test is required. If it is more likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required. Quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. During the three months ended March 31, 2024, the Group identified impairment indicator resulted from the Company’s continuous decreasing stock price since January 2024 and performed interim goodwill impairment testing. The Group recorded an impairment on goodwill of $ 4,271

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Disaggregated Revenues	The following is a summary of the Group’s disaggregated revenues: Schedule of Disaggregated Revenues March 31, 2024 March 31, 2023 Three Months Ended March 31, 2024 March 31, 2023 (Unaudited) (Unaudited) Sales of transit buses $ 8,531 $ — Sales of EVs 250 1,151 Lease of EVs 39 90 Sales of forklifts 39 214 Others 561 326 Total $ 9,420 $ 1,781 The following is a summary of the Group’s disaggregated revenues by timing of revenue recognition: Three Months Ended March 31, 2024 March 31, 2023 (Unaudited) (Unaudited) Over time $ 235 $ 225 Point in time 9,185 1,556 Total $ 9,420 $ 1,781

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of Bargain Purchase Gain From Proterra Acquisition	Schedule of Bargain Purchase Gain From Proterra Acquisition Inventories. $ 60,051 Right-of-use assets 2,663 Property and equipment 4,238 Battery lease receivable 6,400 Lease liabilities (2,663 ) Warranty liabilities (14,994 ) Deferred tax liabilities (12,787 ) Identifiable net assets acquired (a) 42,908 Less: Fair value of the consideration transferred (b) 10,000 Gain on bargain purchase (b-a) $ 32,908
Schedule of Revenue and Earnings	The following information presents the revenue and earnings from Proterra transit bus business and Proterra battery lease receivables included in the Group’s condensed consolidated financial statements for the three months ended March 31, 2024: Schedule of Revenue and Earnings From Proterra Three months March 31, 2024 (Unaudited) Revenues $ 8,979 Net income $ 24,572

Summary of Accounts Receivable

Summary of Accounts Receivable (Tables)	3 Months Ended
	Mar. 31, 2024
Receivables [Abstract]
Summary of Accounts Receivable	Summary of Accounts Receivable March 31, December 31, 2024 2023 (unaudited) Accounts receivable, customers $ 4,841 171 Accounts receivable, governmental incentive 158 305 Accounts receivable Less: Allowance for doubtful accounts (25 ) (25 ) Accounts receivable, net $ 4,974 $ 451

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Summary of Inventories	Inventories as of March 31, 2024 and December 31, 2023 consisted of the following: Summary of Inventories March 31, December 31, 2024 2023 (unaudited) Raw materials $ 41,861 $ 865 Work in process 8,530 108 Finished goods 5,825 823 Total inventories $ 56,216 $ 1,796

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Prepaid Expenses And Other Current Assets
Summary of Prepaid Expenses and Other Current Assets	Summary of Prepaid Expenses and Other Current Assets March 31, December 31, 2024 2023 (unaudited) Prepaid expenses $ 100 $ 100 Sales-type lease receivable 248 249 Vendor deposits 417 131 Others 30 38 Total prepaid and other current assets 795 518 Less: Provision for credit loss (162 ) (162 ) Total prepaid and other current assets, net $ 633 $ 356

Sales-type Lease Receivable (Ta

Sales-type Lease Receivable (Tables)	3 Months Ended
	Mar. 31, 2024
Sales-type Lease Receivable
Summary of Net Investment in Sales-type Leases	Summary of Net Investment in Sales-type Leases As of March 31 2024 Lease receivables-long term 176 Lease receivables-short term 248 Total lease receivables 424 Unguaranteed residual assets — Net investment in leases 424 Recorded in Prepaid expenses and other current assets 248 Recorded in Net investment in leases- non-current 176
Summary of Annual Minimum Undiscounted Lease Payments	Summary of Annual Minimum Undiscounted Lease Payments Sales-type Remaining of 2024 231 Years Ending December 31, 2025 184 2026 54 2027 15 2028 and thereafter — Total lease receipt payments 484 Less: Imputed interest (60 ) Total lease receivables (1) 424 Unguaranteed residual assets — Net investment in leases (1) 424 (1) Current portion of $ 248

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2024
Net income (loss) per share of common stock:
Summary of Earnings (Loss) Per Share	The following is a reconciliation of the numerator and denominator used to calculate basic earnings (loss) per share and diluted earnings (loss) per share for the three months ended March 31, 2024 and 2023: Summary of Earnings (Loss) Per Share March 31, 2024 March 31, 2023 Basic earnings (loss): Basic earnings $ 14,799 $ (2,778 ) Diluted earnings (loss): Net income (loss) $ 14,799 $ (2,778 ) Chang in fair value of derivative liability 58 — Interest expense from Convertible Notes 93 — Diluted earnings (loss) $ 14,950 $ (2,778 ) Basic weighted average shares 30,456,235 20,823,622 Potentially diluted shares 3,791,723 — Diluted shares 34,247,958 20,823,622 Earnings per share Basic $ 0.49 $ (0.13 ) Diluted $ 0.44 $ (0.13 )

Description of Business and O_2

Description of Business and Organization (Details Narrative) - USD ($) $ in Thousands					1 Months Ended
	Feb. 07, 2024	Jan. 29, 2024	Jan. 11, 2024	Jan. 04, 2024	Nov. 30, 2023	Sep. 26, 2023	Nov. 12, 2020
Total consideration cash					$ 10,000
Warrant liability	$ 1,388	$ 4,740	$ 15,908	$ 576	$ 14,994
Edisonfuture Inc [Member]
Percentage of equity interest transferred							100%
Palo Alto Clean Tech Holding Limited [Member]
Outstanding shares percentage						56.36%
SPI Energy Co Ltd [Member]
Outstanding shares percentage						20%
Edisonfuture Inc [Member] | Pcl And Pml [Member]
Outstanding shares percentage							100%

Schedule of Disaggregated Reven

Schedule of Disaggregated Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Product Information [Line Items]
Total	$ 9,420	$ 1,781
Transferred over Time [Member]
Product Information [Line Items]
Total	235	225
Transferred at Point in Time [Member]
Product Information [Line Items]
Total	9,185	1,556
Sales Of Transit Buses [Member]
Product Information [Line Items]
Total	8,531
Sales Of Evs [Member]
Product Information [Line Items]
Total	250	1,151
Lease Of Evs [Member]
Product Information [Line Items]
Total	39	90
Sales Of Forklifts [Member]
Product Information [Line Items]
Total	39	214
Other [Member]
Product Information [Line Items]
Total	$ 561	$ 326

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Contract with customer liability		$ 2,799		$ 2,381
Advance from customers, revenue recognized		58
Net investment in leases	[1]	424
Prepaid expenses and other current assets		248		249
Loss on sales-type leases			$ 99
Warranty reserve		15,018		$ 289
Impairment on goodwill		$ 4,271
[1]Current portion of $ 248

Going concern (Details Narrativ

Going concern (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Going Concern
Net Income (Loss)	$ 14,799	$ (2,778)
Cash flow used in operating activities	3,902	$ 1,086
Labor and related expense	$ 20,000

Schedule of Bargain Purchase Ga

Schedule of Bargain Purchase Gain From Proterra Acquisition (Details) - Proterra Acquisition $ in Thousands	1 Months Ended
	Nov. 30, 2023 USD ($)
Business Acquisition [Line Items]
Inventories.	$ 60,051
Right-of-use assets	2,663
Property and equipment	4,238
Battery lease receivable	6,400
Lease liabilities	(2,663)
Warranty liabilities	(14,994)
Deferred tax liabilities	(12,787)
Identifiable net assets acquired (a)	42,908
Less: Fair value of the consideration transferred (b)	10,000
Gain on bargain purchase (b-a)	$ 32,908

Schedule of Revenue and Earning

Schedule of Revenue and Earnings (Details) - Proterra Transit Business Unit and Proterra Battery Lease Contracts $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Business Acquisition [Line Items]
Revenues	$ 8,979
Net income	$ 24,572

Business Combination (Details N

Business Combination (Details Narrative) - Proterra Transit Business Unit and Proterra Battery Lease Contracts $ in Thousands	1 Months Ended
	Nov. 30, 2023 USD ($)
Business Acquisition [Line Items]
Total consideration	$ 10,000
Transaction costs	553
Warranty liability	$ 14,994

Assets held for sale (Details N

Assets held for sale (Details Narrative) - USD ($) $ in Thousands	Jul. 05, 2024	Jun. 24, 2024	Mar. 31, 2024	Feb. 07, 2024
Business Acquisition [Line Items]
Lease receivables			$ 6,370
Proterra Battery Lease Agreement [Member]
Business Acquisition [Line Items]
Lease receivables				$ 6,400
Purchase obligation				$ 994
Asset Purchase Agreement [Member] | Subsequent Event [Member] | Batch One [Member]
Business Acquisition [Line Items]
Proceeds acquisition sale and received	$ 2,400
Asset Purchase Agreement [Member] | Subsequent Event [Member] | Batch One [Member]
Business Acquisition [Line Items]
Business acquisition, description		The aggregate purchase price for Batch 1 transferred assets is made of: (i) $3,575, minus (ii) any payments received by the Group from March 1, 2024 to the Batch 1 closing date, plus (iii) the assumption of the Assumed Liabilities incurred after the applicable Closing Date related to the Batch 1 Transferred Assets.
Asset Purchase Agreement [Member] | Subsequent Event [Member] | Batch Two [Member]
Business Acquisition [Line Items]
Business acquisition, description		The aggregate purchase price for Batch 2 transferred assets is made of: (i) $2,175, minus (ii) any payments received by the Group from March 1, 2024 to the Batch 2 closing date, plus (iii) assumption of the Assumed Liabilities incurred after the applicable Closing Date related to the Batch 2 Transferred Assets.

Summary of Accounts Receivabl_2

Summary of Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Less: Allowance for doubtful accounts	$ (25)	$ (25)
Accounts receivable, net	4,974	451
Receivables From Customer [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	4,841	171
Receivables From Governmental Incentive [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 158	$ 305

Summary of Accounts Receivabl_3

Summary of Accounts Receivable (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Receivables [Abstract]
Reversal of doubtful accounts		$ (25)

Summary of Inventories (Details

Summary of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 41,861	$ 865
Work in process	8,530	108
Finished goods	5,825	823
Total inventories	$ 56,216	$ 1,796

Inventories (Details Narrative)

Inventories (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Inventory Disclosure [Abstract]
Inventory write down		$ 80

Summary of Prepaid Expenses and

Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Prepaid Expenses And Other Current Assets
Prepaid expenses	$ 100	$ 100
Sales-type lease receivable	248	249
Vendor deposits	417	131
Others	30	38
Total prepaid and other current assets	795	518
Less: Provision for credit loss	(162)	(162)
Total prepaid and other current assets, net	$ 633	$ 356

Summary of Net Investment in Sa

Summary of Net Investment in Sales-type Leases (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Sales-type Lease Receivable
Lease receivables-long term		$ 176	$ 230
Lease receivables-short term		248	249
Total lease receivables		424
Unguaranteed residual assets
Net investment in leases	[1]	424
Recorded in Prepaid expenses and other current assets		248	249
Recorded in Net investment in leases- non-current		$ 176	$ 230
[1]Current portion of $ 248

Summary of Annual Minimum Undis

Summary of Annual Minimum Undiscounted Lease Payments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Sales-type Lease Receivable
Remaining of 2024	$ 231
2025	184
2026	54
2027	15
2028 and thereafter
Total lease receipt payments	484
Less: Imputed interest	(60)
Total lease receivables (1)	424	[1]
Unguaranteed residual assets
Net investment in leases	$ 424	[1]
[1]Current portion of $ 248

Summary of Annual Minimum Und_2

Summary of Annual Minimum Undiscounted Lease Payments Under Sales-type Leases (Details) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Sales-type Lease Receivable
Sales-type lease receivable	$ 248	$ 249

Sales-type Lease Receivable (De

Sales-type Lease Receivable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Sales-type Lease Receivable
Sales-type lease receivables-short term	$ 248,000	$ 249,000
Sales-type lease receivables-long term	176,000	$ 230,000
Interest income recognized for sales-type leases	$ 16

Short-term Borrowings (Details

Short-term Borrowings (Details Narrative) $ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

Mar. 12, 2024 USD ($)

Feb. 28, 2024 USD ($)

Feb. 27, 2024 USD ($) Vehicle

Feb. 27, 2024 USD ($)

Jan. 31, 2024 USD ($) shares

Mar. 31, 2024 USD ($)

Mar. 31, 2023 USD ($)

Dec. 31, 2023 USD ($)

May 31, 2024 USD ($)

Apr. 30, 2024 USD ($)

Dec. 11, 2023 USD ($)

Oct. 26, 2023 USD ($)

Debt Instrument [Line Items]

Consideration for each bus

$ 652

$ 652

Total consideration

3,909

Agreed amount to send within 24 hours of receipt of payment

$ 467

467

Agreed consideration

$ 3,909

Principal amount of loan

$ 9,667

Total interest expense

$ 93

Default interest rate

5%

Debt instrument periodic payment

$ 122

Short Term Loan Agreement [Member]

Debt Instrument [Line Items]

Principal amount of loan

$ 961

Total interest expense

$ 279

Interest paid off on debt by cash

$ 9

Interest settled by issuance of shares

$ 270

Number of shares issued for settlement of interest | shares

180,202

Minimum [Member]

Debt Instrument [Line Items]

Debt instrument periodic payment

30

Maximum [Member]

Debt Instrument [Line Items]

Debt instrument periodic payment

$ 40

Agile Capital Llc [Member]

Debt Instrument [Line Items]

Principal amount of loan

$ 2,363

Administrative agent fee

113

Net proceeds

2,250

Amount of payments

3,402

Total interest expense

$ 1,039

Default interest rate

5%

Proterra Transit [Member]

Debt Instrument [Line Items]

Number of buses purchased, item | Vehicle

6

Nations Bus Corp. [Member]

Debt Instrument [Line Items]

Proceeds from disposal of fixed assets

$ 1,900

Nations Bus Corp. [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Amount payable on sale

$ 2,800

$ 2,800

Accrued interests

$ 900

$ 900

Raleigh Durham International Airport [Member]

Debt Instrument [Line Items]

Agreed amount to send within 24 hours of receipt of payment

$ 2,800

2,800

Agreed amount to send per bus within 24 hours of receipt of payment

467

467

Lump sum amount on sale of buses

3,909

3,909

Agreed amount to send with in 24 hours on receipt of lump sum amount

2,800

2,800

Amount entitled to keep after making the payment

$ 1,109

$ 1,109

Equity (Details Narrative)

Equity (Details Narrative) $ / shares in Units, $ in Thousands						1 Months Ended	3 Months Ended
	Feb. 07, 2024 USD ($) $ / shares shares	Jan. 29, 2024 USD ($) $ / shares shares	Jan. 25, 2024 USD ($)	Jan. 11, 2024 USD ($) Investors $ / shares shares	Jan. 04, 2024 USD ($) $ / shares shares	Nov. 30, 2023 USD ($)	Mar. 31, 2024 USD ($) shares	Dec. 31, 2023 $ / shares shares	Oct. 26, 2023 $ / shares shares	Mar. 31, 2023 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Common stock, shares, issued					600,000		34,452,220	21,900,918
Purchase price per share | $ / shares					$ 1.13					$ 1.13
Warrants to purchase common stock shares					600,000		22,625,342
Fair value of the warrants | $	$ 1,388	$ 4,740		$ 15,908	$ 576	$ 14,994
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants to purchase common stock shares								1,000,000	1,500,000
Price per warrant shares | $ / shares								$ 1.30	$ 1.30
Accredited Investor [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock, shares, issued							600,000
Vendor [Member]
Subsidiary, Sale of Stock [Line Items]
Settlement of payables | $							$ 953
Another Vendor [Member]
Subsidiary, Sale of Stock [Line Items]
Settlement of payables | $							$ 739
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Debt Conversion, Converted Instrument, Shares Issued							1,200,000
Number of common stock shares issued (in shares)							10,290,560
Common Stock [Member] | Vendor [Member]
Subsidiary, Sale of Stock [Line Items]
Shares, Issued							769,099
Common Stock [Member] | Another Vendor [Member]
Subsidiary, Sale of Stock [Line Items]
Shares, Issued							596,162
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase price per share | $ / shares		$ 1.15
Warrants to purchase common stock shares				13,913,043
Term of warrants					1 year
Gross proceeds from private placement | $			$ 678	$ 4,000
Agreement with number of accredited investors | Investors				4
Number of common stock shares issued (in shares)				3,478,260
Price per warrant shares | $ / shares				$ 2
Registered Direct Offering [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase price per share | $ / shares		$ 1.15
Warrants to purchase common stock shares	1,415,929	4,196,370
Number of common stock shares issued (in shares)	1,415,929	4,196,370
Price per warrant shares | $ / shares	$ 2	$ 2
Proceeds from offering | $	$ 1,600	$ 4,826
Offering price of common stock and warrants per share | $ / shares	$ 1.13
Registered Direct Offering [Member] | Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Purchase price per share | $ / shares		$ 1

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Number of stock options granted	2,087,250	2,835,000
Stock-based compensation expense	$ 50	$ 109
Unrecognized share-based compensation expenses	$ 582
Weighted average period in years	2 years 1 month 9 days
Group Of Managements and Employees [Member]
Number of stock options granted	0	0

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 06, 2024	Dec. 31, 2023	Oct. 26, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt instrument, face amount				$ 9,667
Payments for consulting services	$ 243
Amount due from a related party	84		$ 130
Consultant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consulting fee	406
Consulting fee	163
Mr. Xiaofeng Peng [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Loan outstanding	15
Spi Energy Co .Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Related party transaction, amounts of transaction	$ 1,020
Debt instrument, interest rate, stated percentage	12%
Debt instrument, face amount	$ 1,866
Proceeds from (Repayments of) Debt	38
Solar Juice Co. Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Related party transaction, amounts of transaction	$ 46
Streeterville Capital LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other liabilities		$ 14,994

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) $ / shares in Units, $ in Thousands				3 Months Ended		12 Months Ended
	Mar. 29, 2024	Oct. 26, 2023 USD ($) Integer $ / shares shares	Jun. 23, 2023 USD ($) Integer	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Apr. 05, 2024 USD ($)	Jan. 04, 2024 shares	Nov. 10, 2023 USD ($)
Debt Instrument [Line Items]
Debt discount				$ 203
Principal amount		$ 9,667
Warrants to purchase common stock | shares				22,625,342				600,000
Warrants not settle in cash		590
Derivative liability				$ 1,070		$ 1,156
Debt Instrument, Debt Default, Description of Notice of Default	On March 29, 2024, the Group noted that an event of default has occurred under the June 2023 Notes and October 2023 Notes, due to a failure to observe or perform in a material respect the following covenants: 1) under the Registration Rights Agreement dated on November 10, 2023, the Company agreed to use all commercially reasonable efforts to cause a registration statement relating to the registrable securities to become effective and to keep such registration statement effective until the earlier to occur of the date on which (A) the investor shall have sold all the registrable securities; or (B) the investor has no right to acquire any additional shares of common stock under the purchase agreement or the warrants; and 2) under the Securities Purchase Agreement dated as of June 23, 2023 and a covenant under the notes
Fair value of common stock issued for conversion				451
Interest expenses from debt amortization				1,490
Debt discount amortized into interest expense due to event of default				1,287
Total interest expense				$ 93
Number of warrants exercised | shares				0
Secured Senior Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Derivative liability		$ 543
Secured Senior Convertible Promissory Note [Member] | Second SPA
Debt Instrument [Line Items]
Principal amount							$ 12,000		$ 12,000
Warrant [Member]
Debt Instrument [Line Items]
Warrants to purchase common stock | shares		1,500,000				1,000,000
Price per warrant | $ / shares		$ 1.30				$ 1.30
Unsecured Senior Convertible Promissory Note
Debt Instrument [Line Items]
Aggregate principal amount			$ 5,100
Discount rate			8.50%
Term of debt			18 months
Interest rate in cash			4.75%
Interest rate in kind			7.75%
Prepayment premium			30%
Number of business days requirement for payment of prepayment premium | Integer			30
Fixed price		0.60%	0.60%
Percentage of lowest daily VWAP on the variable price		87.50%	87.50%
Number of trading days | Integer		7	7
Debt discount and warrant liability			$ 294
Debt discount		$ 254	$ 136			$ 1,490
Principal amount		$ 1,750		$ 440
Number of shares issued | shares				715,279
Accrued interest				$ 11
Fair value of common stock issued for conversion				451
Derivative liability into equity upon conversion				144
Convertible notes, noncurrent portion				$ 2,910		$ 1,860

Summary of Earnings (Loss) Per

Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Basic earnings (loss):
Basic earnings	$ 14,799	$ (2,778)
Diluted earnings (loss):
Net income (loss)	14,799	(2,778)
Chang in fair value of derivative liability	58
Interest expense from Convertible Notes	93
Diluted earnings (loss)	$ 14,950	$ (2,778)
Basic weighted average shares	30,456,235	20,823,622
Potentially diluted shares	3,791,723
Diluted shares	34,247,958	20,823,622
Basic	$ 0.49	$ (0.13)
Diluted	$ 0.44	$ (0.13)

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jan. 04, 2024
Net income (loss) per share of common stock:
Number of stock options granted	2,087,250	2,835,000
Number of warrants purchased	22,625,342		600,000
Number of other potential shares	0	0

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2024	Mar. 31, 2024	Mar. 06, 2024
Defined Benefit Plan Disclosure [Line Items]
Amount of other commitments		$ 815
Expected term of payment of other commitments		1 year
Employee salary		$ 20,000
Subsequent Event [Member]
Defined Benefit Plan Disclosure [Line Items]
Recoveries of damages	$ 250
SPI Energy Co Ltd [Member]
Defined Benefit Plan Disclosure [Line Items]
Other liabilities			$ 14,980

Concentration Risk (Details Nar

Concentration Risk (Details Narrative)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounts Receivable [Member] | Credit Concentration Risk [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	84.20%
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk, percentage			35.50%
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage			35%
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	44.40%	13.40%
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	41.40%	11.50%
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | One Vendor [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		10.40%
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | No Vendor [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		10%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

3 Months Ended

Sep. 30, 2024

Aug. 09, 2024

Jul. 31, 2024

Jul. 25, 2024

Jul. 15, 2024

Jul. 01, 2024

Jun. 15, 2024

Mar. 06, 2024

Mar. 31, 2024

Mar. 31, 2023

Aug. 31, 2024

Aug. 29, 2024

Aug. 08, 2024

Jun. 22, 2024

Apr. 17, 2024

Apr. 12, 2024

Dec. 31, 2023

Oct. 26, 2023

Dec. 31, 2022

Subsequent Event [Line Items]

Repayments of debt

$ 970

$ 3

Principal amount of loan

$ 9,667

Stockholders equity

23,672

$ 10,767

$ (4,839)

$ 12,282

Accumulated deficit

$ (34,408)

$ (49,207)

Subsequent Event [Member]

Subsequent Event [Line Items]

Number of options granted

2,415,009

Stock option annual vesting percentage

25%

Stock option exercise price increase

$ 0.34

Subsequent Event [Member] | Nasdaq Stock [Member]

Subsequent Event [Line Items]

Minimum bid price

$ 1

Stock price per share

$ 1

Accumulated deficit

$ 4,839

Subsequent Event [Member] | Nasdaq Stock [Member] | Minimum [Member]

Subsequent Event [Line Items]

Stockholders equity

$ 2,500

Sale And Purchase Agreement [Member] | Subsequent Event [Member] | Financing With Dynasty Capital Twenty Six LLC [Member]

Subsequent Event [Line Items]

Contract with customer asset purchase

$ 500

Payments for purchase of other assets1

50

Proceeds from sale of property held for sale

450

Proceeds from sale and collection of finance receivables

$ 750

Purchase of obligation

$ 600

Sale And Purchase Agreement [Member] | Subsequent Event [Member] | Financing With Dynasty Capital Twenty Six LLC [Member] | First Week [Member]

Subsequent Event [Line Items]

Purchase of obligation

$ 22

Sale And Purchase Agreement [Member] | Subsequent Event [Member] | Financing With Dynasty Capital Twenty Six LLC [Member] | Weekly Payment [Member]

Subsequent Event [Line Items]

Purchase of obligation

47

$ 47

25

Sale And Purchase Agreement [Member] | Subsequent Event [Member] | Financing With Dynasty Capital Twenty Six LLC [Member] | First Weekly [Member]

Subsequent Event [Line Items]

Purchase of obligation

$ 22

$ 100

Sale And Purchase Agreement [Member] | Subsequent Event [Member] | Financing with Parkview Advance LLC [Member]

Subsequent Event [Line Items]

Contract with customer asset purchase

400

Payments for purchase of other assets1

20

Proceeds from sale of property held for sale

380

Proceeds from sale and collection of finance receivables

$ 600

Sale And Purchase Agreement [Member] | Subsequent Event [Member] | Financing with Parkview Advance LLC [Member] | Three Weekly [Member]

Subsequent Event [Line Items]

Purchase of obligation

$ 37

SPI Energy Co Ltd [Member]

Subsequent Event [Line Items]

Repayments of debt

$ 14,980

SPI Energy Co Ltd [Member] | Loan Agreement [Member] | Subsequent Event [Member]

Subsequent Event [Line Items]

Principal amount of loan

$ 3,000

Debt instrument interest rate effective percentage

12%

Repayments of notes payable

$ 1,750

$ 500

Interest payable current and noncurrent

$ 2,250

Interest paid

$ 22