Get to Know Your Proxy – Part One: Understanding the Transaction Basics

Fellow shareholders:

As we recently announced, ElectraMeccanica has filed a joint proxy with Xos that describes our proposed transaction, the resolutions up for vote, the process for voting, and a significant amount of detail ranging from the background and events leading to the proposed transaction, to risk factors, to financial projections and valuation opinions.

Said simply, there’s a lot in this filing, and so first, we encourage everyone to take the time to review the document directly, as it is the definitive source for the information required to make an informed choice at the shareholder meeting. If in doubt: always refer to the proxy.

In terms of the merger process, we recently provided a simplified overview on the transaction microsite that highlights key steps, and places them in sequence.

Over the next few weeks, we’ll be providing additional information on the process, and the transaction itself, all of which will come from the proxy, and which is intended to help our shareholders evaluate their vote.

For today’s post, we’ll focus on information that relates to a question that we are most often asked by shareholders, which is:

What, simply, is the proposed transaction?

You can find this question, and its answer, in the FAQ section of the proxy, but in summary:

  • Xos will combine with ElectraMeccanica by acquiring all issued and outstanding SOLO shares
  • On completion of the transaction, Xos shareholders will own approximately 79% of the combined company, and ElectraMeccanica shareholders will own approximately 21%
  • This assumes that a set of conditions are met, including that the Net Cash available on ElectraMeccanica’s balance sheet is between $46.5 and $50.5 million
  • Xos will pay for SOLO shares with XOS shares – this is called the “Consideration”
  • Currently, and as described in a formula in the proxy, the Consideration is expected to be 0.0142 of an XOS share in exchange for each SOLO share
  • For our shareholders, that means that currently, to calculate the number of XOS shares you will receive in the combined company, multiply the number of SOLO shares you own by 0.0142

ElectraMeccanica’s Board of Directors unanimously supports this transaction, as it is underpinned by a powerful strategic rationale, which includes the following factors:

  • Xos has a strong and growing commercial EV OEM business: Xos has been selling electric vehicle step vans to commercial fleet customers since 2018 and is in its third order cycle with certain customers for hundreds of vans
  • Xos Positive Gross Margins: Xos currently manufactures and sells its electric vans at positive gross margins, which distinguishes it from many other EV companies
  • Established Customer Base: Xos has an established customer base comprising large fleet operators, including FedEx Ground, UPS, Penske, Cintas and Loomis, and deep relationships with industry-leading stepvan body builders
  • Commercial Backlog: Xos has experienced recent high-growth while maintaining a substantial commercial backlog
  • Commercial EV’s are a growth industry: There is strong demand and regulatory tailwinds for zero-emission medium- and heavy-duty vehicles
  • Xos can grow faster, and accelerate its value, with access to EMV’s capital: The Arrangement will significantly improve Xos’ capital position, enabling Xos to fund the next phase in its growth as an electric vehicle truck OEM and continue to develop adjacencies, including Xos Energy Solutions and Xos Powertrain Sales
  • EMV believes this acquisition represents the best path for generating returns over time: based on a careful diligence process, and as outlined in the Joint Proxy Statement, over the next three years EMV believes that the combined company can significantly grow revenues and deliver positive unlevered free cash flow by 2027

We look forward to your support, and be sure to keep current by checking our transaction microsite at:

Additional Information and Where to Find It

In connection with the proposed transaction, Xos and ElectraMeccanica have filed with the U.S. Securities and Exchange Commission (the “SEC”) a joint preliminary proxy statement, including a preliminary management information circular, and intend to file a definitive proxy statement, including a definitive management information circular, and other relevant documents relating to the proposed transaction. Promptly after filing the joint definitive proxy statement with the SEC, Xos and ElectraMeccanica will mail the joint definitive proxy statement, including management information circular, and a proxy card to Xos’ stockholders and ElectraMeccanica’s shareholders as of the record date established for voting on the matters related to the proposed transaction and any other matters to be voted on at the special meetings of Xos’ stockholders and ElectraMeccanica’s shareholders, respectively. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENTS AND MANAGEMENT INFORMATION CIRCULARS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AS APPLICABLE, AND ANY OTHER DOCUMENTS THAT XOS AND ELECTRAMECCANICA WILL FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, OR INCORPORATE BY REFERENCE IN THE JOINT PROXY STATEMENTS AND MANAGEMENT INFORMATION CIRCULARS, AS APPLICABLE, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain free copies of the joint preliminary and definitive proxy statements and management information circulars (including any amendments or supplements thereto) and any other relevant documents filed by Xos and ElectraMeccanica with the SEC in connection with the proposed transaction (when they become available) on the SEC’s website at, on the Canadian System for Electronic Document Analysis and Retrieval+ website at, on Xos’ website at, by contacting Xos’ investor relations via email at, on ElectraMeccanica’s website at, or by contacting ElectraMeccanica’s Investor Relations via email at, as applicable.


This communication will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Safe Harbor Statement

This communication includes “forward-looking statements” within the meaning of U.S. federal securities laws and applicable Canadian securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words or expressions such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions. Forward-looking statements represent current judgments about possible future events, including, but not limited to statements regarding expectations or forecasts of business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs relating to the proposed transaction between ElectraMeccanica and Xos, such as statements regarding the combined operations and prospects of ElectraMeccanica and Xos, the current and projected market, growth opportunities and synergies for the combined company,  federal and state regulatory tailwinds, expectations and intentions provided by ElectraMeccanica to Xos, the expected cash balance of ElectraMeccanica at the time of the closing of the proposed transaction, expectations regarding Xos’ ability to leverage ElectraMeccanica’s assets, the expected composition of the management and the board of directors of the combined company, gross margin and future profitability expectations, and the timing and completion of the proposed transaction, including the satisfaction or waiver of all the required conditions thereto. These forward-looking statements are based upon the current beliefs and expectations of the management of ElectraMeccanica and Xos and are subject to known and unknown risks and uncertainties. Factors that could cause actual events to differ include, but are not limited to:

  • the ability of the combined company to further penetrate the U.S. market;
  • the total addressable market of Xos’ business;
  • general economic conditions in the markets where Xos operates;
  • the expected timing of any regulatory approvals relating to the proposed transaction, the businesses of ElectraMeccanica and Xos and of the combined company and product launches of such businesses and companies;
  • non-performance of third-party vendors and contractors;
  • risks related to the combined company’s ability to successfully sell its products and the market reception to and performance of its products;
  • ElectraMeccanica’s, Xos’, and the combined company’s compliance with, and changes to, applicable laws and regulations;
  • ElectraMeccanica’s, Xos’, and the combined company’s limited operating history;
  • the combined company’s ability to manage growth;
  • the combined company’s ability to obtain additional financing;
  • the combined company’s ability to expand product offerings;
  • the combined company’s ability to compete with others in its industry;
  • the combined company’s ability to protect its intellectual property;
  • ElectraMeccanica’s, Xos’, and the combined company’s ability to defend against legal proceedings;
  • the combined company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors;
  • the combined company’s ability to achieve the expected benefits from the proposed transaction within the expected time frames or at all;
  • the incurrence of unexpected costs, liabilities or delays relating to the proposed transaction;
  • the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction, including with respect to the approval of Xos’ stockholders and ElectraMeccanica’s shareholders;
  • the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the definitive arrangement agreement;
  • the effect of the announcement or pendency of the transaction on the combined company’s business relationships, operating results and business generally; and
  • other economic, business, competitive, and regulatory factors affecting the businesses of the companies generally, including but not limited to those set forth in ElectraMeccanica’s filings with the SEC, including in the “Risk Factors” section of ElectraMeccanica’s Annual Report on Form 10-K filed with the SEC on April 17, 2023, ElectraMeccanica’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2023 and any subsequent SEC filings, and those set forth in Xos’ filings with the SEC, including in the “Risk Factors” section of Xos’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and any subsequent SEC filings. These documents with respect to ElectraMeccanica can be accessed on ElectraMeccanica’s website at and these documents with respect to Xos can be accessed on Xos’ web page at by clicking on the link “SEC Filings.”

Readers are cautioned not to place undue reliance on forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of ElectraMeccanica, Xos or the combined company. Forward-looking statements speak only as of the date they are made, and ElectraMeccanica, Xos and the combined company undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where they are expressly required to do so by law.