|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/01/22 Phoenix Motor Inc. FWP 1:13M Phoenix Motor Inc. Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: FWP Free-Writing Prospectus HTML 39K
Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated May 31, 2022 Relating to the Preliminary Prospectus dated May 24, 2022 Registration No. 333-261384 PHOENIX MOTOR INC. Investor Presentation, May 2022
C:
DISCLAIMER & SAFEHARBOR STATEMENT We have previously filed a registration statement on Form S-1 (including a preliminary prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this presentation relates. The registration statement has not yet become effective. Before you invest, you should carefully read the preliminary prospectus in that registration statement (including the risk factors described therein), and other documents we have filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. This presentation does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities Phoenix Motor Inc. (the “Company”) in any jurisdiction or an inducement to enter into investment activity, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. The information herein has been prepared by the Company solely for use in this presentation. No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. None of the Company or any of its affiliates, advisors or representatives will be liable (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation. This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the Company's ability to raise additional capital to finance the Company's activities; the effectiveness, profitability and marketability of its products; the future trading of the securities of the Company; the period of time for which the Company's current liquidity will enable the Company to fund its operations; general economic and business conditions; the volatility of the Company's operating results and financial condition; and other risks detailed in the Company's filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.Phoenix Motor Inc. | Page 2
C:
Table of Contents■ Investment Highlights 7 ■ Industry Overview 8 ■ Products & Services 10 ■ Growth Strategies 21 ■ Financials 23 ■ Appendix 26Phoenix Motor Inc. | Page 3
C:
Preliminary Offering SummaryIssuer Listing / Ticker Offering Type Base Offering Over-Allotment Option Price Use of ProceedsLock-up1 Underwriter(s)• Phoenix Motor Inc. • NASDAQ: PEV • Initial Public Offering • 2,500,000 Shares of Common Stock • 375,000 Shares of Common Stock (15% of base offering) • $7 to $9 per share• To fund R&D, product development, capacity expansion, and for working capital and other general corporate purposes• 180 daysNote: 1 All of our directors and executive officers and holders of one percent (1%) or more of our outstanding shares of common stock as of the effective date of the registration statement related to this offering (and all holders of securities exercisable for or convertible into shares of common stock), have agreed with the underwriters that, for a period of 180 days following the date of this prospectus, subject to certain exceptions, we and they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, or otherwise dispose of or hedge any of our shares of common stock, any options, or any securities convertible into, or exchangeable for or that represent the right to receive shares of our common stock. Phoenix Motor Inc. | Page 4
C:
Executive Summary: Who We AreTWO BRANDSCOMMERCIAL VEHICLES• Established in 2003, approaching 20 years of EV experience • 50+ customers and over 100 vehicles deployed • Over 3 million miles on the roadLIGHT DUTY VEHICLES• Company launched in 2020 - Pickup Truck and Delivery Vans • Pickup Truck and Delivery Vans show-cars debuted at the 2021 Los Angeles Auto ShowCurrently developing 4th Gen Powertrain and Ground-Up ChassisINTELLIGENTUtilizing latest technologies in software and hardware to enhance driving experience and productivityGROWTH Four key Revenue Streams in High Growth MarketsCommercial EV Consumer EV Electric ForkliftEV Charing SolutionsPhoenix Motor Inc. | Page 5
C:
Where Do We Want To BeTo Be An Industry Leader in Sustainable Transportation with Focus on Developing• Intelligent• Energy Efficient• Innovative DesignPICKUP TRUCKSLAST MILE DELIVERYCITY DELIVERYWORK TRUCKSSCHOOL BUSESSHUTTLE BUSESPhoenix Motor Inc. | Page 6
C:
Investment Highlights1 The company is well-positioned in the fast-growing commercial electric bus and delivery truck segment2 The company has a long history of making and delivering completed products3 The company has patent applied for technologies in new generation of pickup & delivery vans4 The company has a stable and loyal customer network5 The company has a unique scalable and asset-light business model6 The company has a devoted and innovative management teamPhoenix Motor Inc. | Page 7
C:
We are an Industry Pioneer Developing Consumer and Commercial EVs2003Founded in 2003 in California2007Phoenix all-electric pickup truck showcased to President George W Bush at the White House in February 20072010Developing cutting edge zero emission drivetrains for medium duty vehicles20151st all-electric bus to be deployed at NASA’s Jet Propulsion Laboratory2019Deployment of 2nd gen. High Power Drive System with 3 deliveries to Park & Zoom in Austin, TX2018Marketing launch of 2nd gen. High Power Drive System for Ford E-450 chassis20161st all-electric fleet to be deployed at LAX Wally Park parking complex2020Acquired by SPI Energy Co., Ltd.2021• Introduced Full Range Of EV charging solutions • Launched 3rd generation powertrain • Conceptualized & Introduced EdisonFuture’s next generation EV pickup truckPhoenix Motor Inc. | Page 8
C:
We Offer a Comprehensive Product & Service LineCommercialMedium Duty EVs Industry Leading All-Electric Trucks, Shuttle Buses & School Buses2022 2023 2024 & BeyondGROUND-UP CHASSIS & PLATFORMElectric Forklifts Affordable, lithium-ion electric forklifts with best-in-class warrantySMART WAREHOUSE SOLUTIONSWe sell products both integrated into complete vehicles and in kit form to other entitiesEV Infrastructure SolutionsConsumer & CommercialEV Charging Range of residential and commercial EV chargers and network solutionsLight Duty Pick-up & Last Mile Platform Cutting Edge intelligent Pick-Up & Urban Delivery Vehicle with Revolutionary DesignSHOW CAR LAUNCH & COLLECT INITIAL ORDERSCONNECTED SMART CHARING SOLUTIONSENGINEERING & HOMOLOGATIONPhoenix Motor Inc. | Page 9
C:
We Are Focused On Light Duty Electric Solar Pickup TrucksSolar Charging PowerPICKUP TRUCK Solar AreaProduction Hourly(kwh)Pickup truck roof solar panel1.93 0.31• Modern and sophisticated exterior • Retractable Solar Bed Cover, Solar Roof • Interior Solar MosaicPickup truck armadillo solar panel1.95 0.31• Foldable front row middle seat and Center Console • Door-Mounted Portable ToolboxDash active solar panel 0.5 0.08• Optimized vehicle size design with 6.5 and 8 feet long bed size option • Ambient LED Lights • 17.5” Infotainment Screen and HUD displayTotal without armadillo2.43 0.39• Mirror Camera and Pillar-Mounted Interior Camera Screens • Front and Rear designed hooks on bumpers • 37” Diameter tire with 20” custom wheel • Working Side StepTotal with armadillo 4.38 0.70➢ Patents filed in the US, UK and Europe ➢ Retractable Solar Roof Patent Application No. 29/804.007 ➢ Pickup Truck Patent Application No. 29/783.318Phoenix Motor Inc. | Page 10
C:
Our Light Duty Electric Solar Vans Have Unique FeaturesSolar Charging PowerInnovative Flex Platform Multiple wheelbase and body configurationsVAN Solar Area (m^2)Production Hourly(kwh)Van roof solar panel 4.05 0.65• Flexible Configurations including multiple wheelbase and roof height options• Developing Point2Point Autonomous Driving• Spacious cargo area• Side sliding door on both sides• Side retractable running-boardsDash active solar panel0.5 0.08• Roof-integrated solar panelsTotal 4.55 0.73Phoenix Motor Inc. | Page 11
C:
Our All-electric Medium Duty Vehicles Are Built In the USA3,000,000+ Miles Driven100+ Shuttle Buses & Trucks Deployed50+ Commercial Fleet CustomersWide range of customers across airport parking, hotels, campuses, cities, municipalities, ports, micro-transit services and dial-a-ride applicationsZEUS 400 – ELECTRIC SHUTTLE BUSZEUS 500 – ELECTRIC TRUCKSZEUS 600 – ELECTRIC TYPE A SCHOOL BUSUp to 24 Seats Capacity Multiple Seating Configurations:▪ Perimeter seating ▪ Forward facing seats ▪ ADA wheelchair access ▪ Luggage racks ▪ All accessories available on ICE shuttles• Up to 6,000 lbs payload • Multiple body configurations including: Electric chassis, flatbed trucks, box trucks, utility trucks, reefer trucks, service trucks, animal control trucks and various custom bodies• Vehicle Highlights • Seating capacity up to 25 passengers • Variable track seating up to 6 wheelchair positions• Interior and exterior camera system • Integrated child booster seats • WIFI for passengersPhoenix Motor Inc. | Page 12
C:
We Make and Develop Medium Duty EV’sGEN-1 Electric Drivetrain Mated to Conventional Chassis & Gear BoxGEN-2 Electric Drivetrain On Conventional Chassis with Direct DriveGEN-3 Modular Battery Packs with Liquid Cooling – Up to 160 mile rangeGEN-4 Significant Cost Efficiencies Supporting Volume GrowthGROUND-UP DESIGN Purpose built EV chassis & vehicles for Class 3 – 6 medium-duty segment2014 20242019 2023 2021Phoenix Motor Inc. | Page 13
C:
We Offer One Stop Shop Solution: EV ChargingRange of Products & ServicesOffering a one-stop-solution to customers while leveragingL2 EV Chargers (AC Charging)ChaaS Charging-as-a-ServiceDC Fast Charger (DC Charging)Maintenance & Aftersales SupportSaaS Cloud Based PlatformINFRASTRUCTURE BILL Federal Govt. plans to support deployment of 500,000 EV chargers across the nationProactive Monitoring for Customersrelationships with existing EV customersTargeting both commercial and consumer customersCooperating with leading Electric vehicle supply equipment & charging technology suppliersPhoenix Motor Inc. | Page 14
C:
The Key to Our Success: Asset Light Production Model and ProcessMaximize Current Capacity Maximize output at current Anaheim, CA location through process optimizationLeverage Other Facilities Leverage other facilities to increase output capacity through 2022 and beyondWith focus upfront on the manufacturing process, this allows for the utilization of existing facilities and capacitiesExpanding our cooperations with established OEMs and assembly facilitiesThis strategy for production provides the company with flexibility for capacity alignment with demand, lean manufacturing, and a capital light approach that optimizes investmentsPhoenix Motor Inc. | Page 15
C:
Our Ground Up Medium Duty Electric Chassis Development – Improved Cost, Efficiency, Performance and Manufacturing Volumes - Enable Mass AdoptionMODULAR ENERGY ON DEMAND ▪ Base battery + Modular Extender Battery ▪ Fuel Cell range extender – Post launchCHARGING DIVERSITY ▪ Level 2 ▪ Level 3 CCS ▪ Wireless Charging ▪ V2G capabilityEFFICIENT BY DESIGN ▪ Class3to 6 –focusclass4/5 ▪ Hi-efficiencyELECTRIC ▪ Low Floor–ergonomics and productivity ▪ Light-weight materials ▪ Leading payload tocurb weight ▪ Modular Chassis–front/rear drive, rangeof wheelbase/GVW ▪ Long Life designDEVELOPED IN WITH INDUSTRY EXPERTS ▪ Addressing the demands of fleets and varied body styles includes shuttles, work trucks, delivery trucks and RVsSMALL MANUFACTURING FOOTPRINT ▪ Primarily assembly ▪ Single piece flow – variants on common line ▪ Composite panels – minimal onsite welding and paintADAS* AND CONNECTED CONTROLS ▪ Advanced Phoenix Connect telematics: Route planning, charging and fleet optimization ▪ Drive and steer by wire – ADAS and expandable automation ▪ Over-the-air updates and controls* Advanced driver assistance systemsPhoenix Motor Inc. | Page 16
C:
Our Platform Based Light Duty Product Roadmap1) PLATFORM2) PRODUCTS• Flexible Configurations including multiple wheelbase and roof height options • Developing Point2Point Autonomous DrivingPICKUP Consumer & Commercial Markets▪ Maximize part commonality, including powertrain, energy storage and chassis systems ▪ Minimize production complexity and tooling ▪ Commercial platform will leverage existing existing customer base and sales channelsVAN Consumer & Commercial MarketsPhoenix Motor Inc. | Page 17
C:
Core Technology Aligned With Asset Light StrategyE DRIVE TECH Integrating best of breed componentry with proprietary systemsENERGY STORAGE Modular energy on demandCONNECTED CLOUD AI Powered SolutionsINTELLIGENT AND AUTOMATED DRIVING Vehicle Efficiency & Progressive AutomationEXPERIENCE AND CONNECTED SERVICES Secure wireless gatewayCHARGERSMODULAR e-CHASSIS & VEHICLE DESIGNNetwork and smart- grid capabilityMedium Duty Platform for Class 3 – 6Light Duty Platform for Class 1 - 2APP STORE OVER-THE-AIR SOLUTIONS VIRTUAL ASSISTANT BIG DATASmart Cockpit Autonomous Drive Distributed ControlsIn-Vehicle NetworkPhoenix Motor Inc. | Page 18
C:
Professional Management Team with Cross-industry ExperienceDr. Lance Zhou CEO 30 years auto industry veteran. Former CEO of Karma Automotive; Former CEO and President of Beijing Foton-Daimler Automotive, and level 1 VP of Daimler Global; CEO of Naveco. PhD from Nanjing University of Science and Technology.Chris Wang CFO 20+ years of leadership and corporate finance roles in public companies and cross-border M&A transactions. CFO and then President of Fushi Copperweld, Inc from 2005 to 2016.Tarek Helou COO Electrical Engineer with MBA graduate, and over 18 years experience in product planning and strategy focus.Ronald Iacobelli CTO 30 years of automotive technology experience., including over 20 years in H/EV and connected vehicle technologies, OEM and startup experience including cofounding two companies.Jose Paul CMO Over 19 years industry experience in leading research, strategic marketing & business expansion in the automotive and transportation sectors.Tony Zhou SVP Autonomous Driving Autonomous driving expert with over 23 years of experience. Master’s degree in electrical and computer engineering from Wayne State University.Edmund Shen VP Product Management Product and business leader with 23 years of Silicon Valley experience in EVs, AI, robotics, energy, equipment, and software.Josh Selin VP Customer Service Extensive technical background in alternative fuels and systems integration. 15+ years of customer relations with unwavering commitment to product qualityChao Xue VP Operations Extensive EV operational experience. Most recently heading the Gillig bus company’s EV operations and previously with BYDThomas Allen VP Sales Over 10+ years experience in the electric vehicle and electric distribution sectors, successfully leading the sales department to record growth and expansionPhoenix Motor Inc. | Page 19
C:
Financial Highlights5,000 4,000 3,000 2,000 1,000 0Net revenue ($ thousand) 4,509 3,9902,9770 (100) (200) (300) (400) (500) (600)Gross loss ($ thousand) 2019 2020 2021(298) (421) (563)0(5,000)(10,000)(15,000)Net loss ($ thousand) 2019 2020 2021(5,973) (4,665)(14,605)2019 2020 2021(20,000)25,000 20,000 15,000 10,000 5,000 0Total current assets ($ thousand)19,2495,552 6,6372019 2020 202135,000 30,000 25,000 20,000 15,000 10,000 5,000 0Total assets ($ thousand) 29,22715,436 8,9552019 2020 202125,000 20,000 15,000 10,000 5,000 0Total liabilities ($ thousand)20,5924,437 5,1992019 2020 2021Phoenix Motor Inc. | Page 20
C:
Our Strong Backlog Orders Enhance Our Earnings VisibilityCurrent customers for our ZEUS line of shuttle buses and Class 4 trucksCustomer BaseMajor Airports Airport Shuttle Hotel Chains Seaports Universities Municipalities Corporations63 ORDERS 63 Backlog Orders as of December 31, 202137 VEHICLES Contained in the Backlog Orders26 KITS Electric Drive System Kits Contained in the Backlog Orders17 CHARGERS Binding Orders for 17 Chargers Representing > $600,000 in Revenue$11.1M REV. The Vehicle Order Backlog Represents $11.1 Million of Revenue11 With 21 of the orders awaiting California's Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project approvalsPhoenix Motor Inc. | Page 21
C:
Investment Recap1 The company is well-positioned in the fast-growing commercial electric bus and delivery truck segment2 The company has a long history of making and delivering completed products to total satisfaction of customers3 The company has patent applied for technologies in new generation of pickup & delivery vans4 The company has a stable and loyal customer network5 The company has a unique scalable and asset-light business model6 The company has a devoted and innovative management teamPhoenix Motor Inc. | Page 22
C:
phoenixmotorcars.comedisonfuture.comDr. Lance Zhou CEO lancez@phoenixmotorcars.comChris Wang CFO chrisw@phoenixmotorcars.comDenton Peng Chairman denton.peng@spigroups.comRandy Conone SVP Investor Relations & Finance randy.conone@spigroups.comPhoenix Motor Inc. | Page 23
C:
APPENDIXBoard of DirectorsDenton Peng 20 years of Renewable Energy industry experience in solar, battery storage, EV and EV charging. Beijing University Guanghua School of Management.Dr. Lance Zhou 30 years auto industry veteran. Former CEO of Karma Automotive; Former CEO and President of Beijing Foton-Daimler Automotive, and level 1 VP of Daimler Global; CEO of Naveco. PhD from Nanjing University of Science and Technology.John F. Perkowski Founder of JFP Holding, founder and CEO of ASIMCO, 21 years investment banking at Paine Webber. Yale and Harvard Business School.Sam Van 10 years senior management experience at NYSE, 5 years as Associate Principal at FINRA, 1 year with CFIUS. Currently MD with Deltec Investment. Cornell MBAHoong Khoeng Cheong 30 years of engineering and operation experience in the solar and electronics industries. Nanyang Technological University, Singapore.Steve Stivers 30 years experience as public and private sector executive, including five-term U.S. Congressman, Major General in Ohio Army National Guard, decade in financial industry, Ohio State MBA.Dr. Zhenxing Fu 30 years auto industry veteran, 15 years with DaimlerChrysler, Visteon, Ford, Prestolite Electric, Buehler Motors. Post Doc in EE with Univ of Kentucky.Phoenix Motor Inc. | Page 24
C:
| This ‘FWP’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 6/1/22 | |||
| Filed on: | 5/31/22 | |||
| 5/24/22 | S-1/A | |||
| List all Filings | ||||