Filed by NextGen Acquisition Corporation

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Xos, Inc.

Commission File No. 001-39598

   

Analyst Day Presentation June 23,2021 Confide n tial and Privileged, P r operty of X os, Inc. 1 Deli v ering I n t ellige n t Mobility

 

 

This information pack (the "Pack") is provided for informational purposes only and has been prepared on a confidential basis by Xos, Inc . (the “Company”) and NextGen Acquisition Corporation ("NextGen") and is being provided solely for use in evaluating or pursuing a business relationship between the parties where the receiving party (“Receiving Party”) may be engaged to act as a provider of strategic support to the Company, including as an underwriter, strategic adviser or other similar role (the “Permitted Use”) or as an equity provider and is not to be used for any other purpose . The Pack is being delivered to a limited number of Receiving Parties who have entered into a Confidentiality Agreement with the Company . The Receiving Party acknowledges and agrees that the Pack and all information pertaining thereto are strictly private and confidential and proprietary to the Company . Except as expressly permitted by or otherwise authorized by the Company and NextGen, the Receiving Party shall keep the Pack and all information pertaining thereto confidential in accordance with the terms of the Confidentiality Agreement . The Receiving Party understands and agrees that the Company and NextGen have not made any, and make no representation or warranty, express or implied, herein as to the accuracy or completeness of the Pack . To the fullest extent permitted by law, in no circumstances will the Company or NextGen or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of the Pack, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . The Company is providing Confidential Information on an “as is” basis for use by the Receiving Party at its own risk . The Company and NextGen disclaim all warranties, whether express, implied or statutory, including, without limitation, any implied warranties of title, non - infringement of third - party rights, merchantability, or fitness for a particular purpose . The Pack discusses trends and markets that the Company’s leadership team believes will impact the development and success of the Company based on its current understanding of the marketplace . Industry and market data used in the Pack have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes . The Company and NextGen have not independently verified the data obtained from these sources and cannot assure you of the data’s accuracy or completeness . This data is subject to change . In addition, this Pack does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of the Company or the proposed business combination . The Receiving Party should make its own evaluation of the Company and of the relevance and adequacy of the information and should make such other investigations as it deems necessary . Nothing in this agreement imposes on the Company or NextGen any obligation to provide further Packs or update or correct any inaccuracies in the Pack . F or w a r d - L ooking S t a t eme n t The Pack includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “would,” “should,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. “Forward - looking statements” include all statements about the Company’s or NextGen's future plans and performance, regardless of whether the foregoing expressions are used to identify them . In addition, these forward - looking statements include, but are not limited to, statements regarding : estimates and forecasts of financial and performance metrics ; projections of market opportunity and market share, expectations and timing related to product development and launches ; the implementation and potential success of the Company's go - to - market strategy ; the Company’s research and development efforts ; and the Company’s proposed manufacturing plans and expectations, including statements regarding the effectiveness and efficiency of its future manufacturing processes . These statements are based on various assumptions, whether or not identified in the Pack, and on the current expectations, beliefs, intentions or strategies of the Company’s management and are not predictions of actual performance . These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability . Actual events and circumstances are difficult or impossible to predict and will differ from assumptions . Many actual events and circumstances are beyond the control of the Company or NextGen . These forward - looking statements are subject to a number of judgments, risks and uncertainties, including risks relating to : (i) changes in domestic and foreign business, market, financial, political and legal conditions ; (ii) the uncertainty of the Company’s projected financial information ; (iii) the rollout of the Company’s business and the timing of expected business milestones, including product development and launches, market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices ; (iv) future market adoption and industry acceptance of the Company's products and services ; (v) the Company's go - to - market strategy ; (vi) the timing of the completion of the Company’s commercial - scale manufacturing capabilities ; (vii) the Company’s ability to achieve its intellectual property objectives and to patent its technology ; (viii) the Company’s ability to obtain expected or required regulatory certifications and authorizations ; (ix) the ability and timely consummation of the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of the Company or NextGen is not obtained, (x) failure to realize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably ; (xi) the Company’s ability to obtain a favorable outcome in the industry standards setting system ; (xii) the effects of competition and the abilities and rights of third parties on the Company’s business and operations ; (xiii) the need for, timing and availability of additional financing and the Company’s ability access to additional capital ; (xiv) the amount of redemption requests made by NextGen’s public stockholders ; the ability of NextGen or the combined company to issue equity or equity - linked securities in connection with the proposed business combination or in the future ; and (xv) the risks and uncertainties described in the “Risk Factors” section of NextGen’s registration statement on Form S - 1 , the proxy statement/prospectus on Form S - 4 relating to the business combination, which is expected to be filed by NextGen with the Securities and Exchange Commission (the “SEC”) and other documents filed by NextGen from time to time with the SEC . If any of these risks materialize or if the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements . There may be additional risks that are not presently known to the Company or NextGen or that the Company or NextGen currently believes are immaterial that could also cause actual results to differ from those contained in the forward - looking statements . In addition, forward - looking statements reflect the Company’s and NextGen’s expectations, plans or forecasts of future events and views as of the date of this Pack . Forward - looking statements speak only as of the date they are made, and the Company and NextGen undertake no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward - looking statements, whether as the result of new information, future events or otherwise, except as required by law . These forward - looking statements should not be relied upon as representing the Company’s or NextGen’s assessments as of any date subsequent to the date of the Pack . Accordingly, undue reliance should not be placed upon the for w a r d - looking s t a teme n ts. Please consider the e n vi r onme n t before printing this presentation. DISCLAIMER Confide n tial and Privileged, P r operty of X os, Inc. 2

 

 

Use of Projections and Description of Key Partnerships The Pack contains projected financial information with respect to the Company, namely revenue, gross profit, operating capital expenditures, Adjusted EBIT, Adjusted EBITDA, EBITDA margin and Net Working Capital for 2020 – 2025 . Such projected financial information constitutes forward - looking information, and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results . The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information . See “Forward - Looking Statements” above . Actual results may differ materially from the results contemplated by the projected financial information contained in the Pack, and the inclusion of such information in the Pack should not be regarded as a representation by any person that the results reflected in such projections will be achieved . The independent registered public accounting firm of the Company has not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in the Pack, and accordingly, does not express an opinion or provided any other form of assurance with respect thereto for the purpose of the Pack . The Pack contains descriptions of certain key business partnerships of the Company . These descriptions are based on the Company’s management team’s discussions with such counterparties and the latest available information and estimates as of the date of the Pack . In certain cases, such descriptions are subject to negotiation and execution of definitive agreements with such counterparties which have not been completed as of the date of the Pack and, as a result, such descriptions of key business partnerships of the Company, remain subject to change . Financial In f ormation ; Non - GAAP Financial Measu r es The financial information and data contained in the Pack is unaudited and does not conform to Regulation S - X . Some of the financial information and data contained in the Pack, such as EBITDA and EBITDA margin, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”) . EBITDA is defined as net earnings (loss) before interest expense, income tax expense (benefit), depreciation and amortization . The Company believes these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations . The Company believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors . Management does not consider these non - GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP . The principal limitation of these non - GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements . In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non - GAAP financial measures . In order to compensate for these limitations, management presents non - GAAP financial measures in connection with GAAP results . The Company is not providing a reconciliation of projected EBITDA for full years 2020 – 2025 to the most directly comparable measure prepared in accordance with GAAP because the Company is unable to provide this reconciliation without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, the financial impact, and the periods in which the adjustments may be recognized . For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results . In addition, all the Company historical financial information included herein is preliminary and subject to change pending finalization of the 2020 audit of the Company in accordance with PCAOB auditing standards . No O ff er or Solici t ation The Pack does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall 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 . Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the information contained herein . Any representation to the contrary is a criminal offense . Trademarks The Pack contains trademarks, service marks, trade names and copyrights of the Company and other companies, which are the property of their respective owners . The use or display of third parties’ trademarks, service marks, trade names or products in the Pack is not intended to, and does not imply, a relationship with the Company or NextGen, or an endorsement or sponsorship by or of the Company or NextGen . Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in the Pack may appear without the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that the Company or NextGen will not assert, to the fullest extent under applicable law, their rights to these trademarks, service marks, trade names and copyrights . Additional Information; Participants in the Solicitation NextGen has filed a registration statement (including a preliminary prospectus) on Form S - 4 . Shareholders and other interested persons are urged to read the preliminary prospectus and any other relevant documents filed with the SEC when they become available because they will contain important information about the Company, NextGen and the contemplated business combination . You may obtain these documents without charge, at the SEC’s website located at www . sec . gov . NextGen and its directors and executive officers may be deemed to be participants in the solicitation of proxies from NextGen’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph. The Pack does not contain all the information that should be considered in the contemplated business combination. It is not intended to form any basis of any investment decision or any decision in respect to the contemplated business combination. The definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. Please consider the e n vi r onme n t before printing this presentation. DISCLAIMER 3 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Kingsley A f emikhe – CFO ● Bac k g r ound in i nv estme n t banking at UBS and Deutsche Bank. ● Former Group Head of Strategy and M&A at MET Group. ● L eads X os’ finance departme n t . Giordano Sordoni – COO, Co - Founder ● Prior experience managing and operating commercial v ehicle flee t . ● Leads Xos’ business operations functions. Gr eg Summe – Co - Chairman ● Former Chairman and CEO of PerkinElmer and Vice Chairman of Global Buyout at the Carlyle Group. ● Founder and Managing Partner of Glen Capital Partners. ● Director of NXP Semiconductor, State Street, Avantor, N e xtGen Acq. Corp. and N e xtGen Acq. Corp. II Geo r ge Mattson – Co - Chairman ● Former Partner and Co - Head of the Global Industrials G r oup, Goldman Sachs. ● Di r ec tor of Del t a Air Lines, Vi r gin Galactic Holdings, N e xtGen Acq. Corp. and N e xtGen Acq. Corp. II X os and N e xtGen L eadership T eam Da k o t a Semler – C E O , Co - F ounder ● Prior experience in fleet management and ownership. ● Dri v es o v e r all st r a t egy and b r oader corpo r a t e initiatives. R ob F erber – C T O ● F ounding member of T esla. ● Early investor and employee at AC propulsion and former t echnology leader at Vi r gin Hyperloop One. ● L eads X os’ t echnology and engineering functions. Dag R eckhorn – VP of Manu f acturing ● Former manufacturing leader at Tesla, Faraday F utu r e and K armann. ● L eads X os’ manu f acturing function. 4 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Delivering I n t ellige n t Mobility M I S S I O N Decarbonize comme r cial t r anspor t ation th r ough purpose - built t echnology at the intersection of energy and software Confide n tial and Privileged, P r operty of X os, Inc. 5 5 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

● Leading battery - electric mobility provider of medium - and heavy - duty vehicles ● V ehicles cur r e n tly in p r oduction deli v e r ed t o customers ● Proprietary, purpose - built and proven sustainable technology ● St r ong backlog of 6,000+ o r ders f r om contracted customers 1 ● Highly e xperienced manageme n t and engineering teams VEHICLE DELIVERY PROJECTIONS COMPANY OVERVIEW FLEET - AS - A - SERVICE X - PLATFORM X os at a Glance VEHICLE SERVICE Xos ENERGY X - LEASE / FLEET MANAGEMENT 33,674 20,427 8,715 2,007 116 17 6 2020E 2021E 2022E 2023E 2024E 2025E Select Deli v e r ed Products (1) Xos entered into Distribution and Purchase Agreements with each of Lonestar and Thompson CAT that provides for 6,100 contracted and optional orders in the aggregate, in each case subject to certain rights and restrictions of the contracting parties. (2) Represents vehicles purchased by independent service providers operating within the FedEx Ground network. (3) Company contracted with UPS beginning in 2018 for the acquisition of vehicle units. Company additionally entered Confidential and Privileged, Property of Xos, Inc. into a non - binding letter of intention with UPS in Q1 2021 for the purchase of Xos vehicle units. KEY CONTRACTED CUSTOMERS 2 3

 

 

$100B T A M 1 f or Comme r cial V ehicles E - commerce growth and regulations driving a new mobility ecosystem. Compelling ESG Opportunity with Strong Revenue Growth Predicted to save 49 megatons of CO 2 through projected vehicle deliveries made by 2025. P r o v en V ehicles on the R oad Commercial vehicle in use since 2018. F oundational Cus t omers & Partnerships P r emier co n t r ac t ed cus t omers and af termar k et partners. Industry - L eading T o t al Cost of Ownership Vehicles are highly competitive against ICE equivalents and peers on an unsubsidized basis. Subsidies result in even more price competitive Xos products. Highly Capable Manageme n t T eam Founder - driven management team with deep industry expertise and commitment to Xos mission. N e xtGen V alue Add Operational and governance experience, industry expertise, and customer/partner relationships. NEXTGEN VALUE ADD The X os Opportunity 300+ TARGETS sc r eened ac r oss sectors Robust Investment Selection Process Led to Identification of Leading EV Opportunity INVESTMENT CHANNEL XOS OPPORTUNITY PRIVATE COMPANIES IN INDUSTRIAL AND HEALTHCARE SECTORS SECULAR GROWTH STORY SIGNIFICANT TAM STRONG COMPETITIVE POSITION TALENTED MANAGEMENT TEAM 8 TARGETS e v alua t ed in EV and au t omoti v e t echnology Confide n tial and Privileged, P r operty of X os, Inc. 7 30+ TARGETS e v alua t ed ac r oss sec t ors (1) Source: LMC Automotive. TAM reflects Xos assumed average selling price applied to medium - duty and 20% of heavy - duty commercial truck sales assumed to be used for last mile applications and excludes China.

 

 

TIMELINE ● Xos and NextGen entered into a business combination agreement in February 2021. ● Transaction is anticipated to close in Q3 2021. ● Post - closing company will be a Delaware corporation and retain the Xos name. TRANSACTION FUNDING ● $515mm cash to balance sheet, subject to shareholder redemptions. ● NextGen (NASDAQ: NGAC) has $375mm cash in trust. ● PIPE size of $220mm . ● Transaction is expected to fully fund business model through cash flow positive. VALUATION ● Enterprise Value of $1.45B. Implied EV / 2024E Revenue multiple of 0.5x. ● Existing Xos shareholders expected to receive 64.9% of the pro forma equity at close. T r ansaction Ov erview 8 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Company Overview 01 9 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Experienced Leadership Team Da k o t a Semler Co - Founder, CEO Xos has built a world - class team dedicated to decarbonizing transportation. R ob F erber CTO Giordano Sordoni Co - Founder, COO Kingsley A f emikhe CFO BUSINESS DEVELOPMENT & OPERATIONS Jose Cas t añeda VP Business Development Adam Ruddle VP of Chassis Systems Saleh Mirheidari VP of Software Engineering Dag R eckhorn VP of Manufacturing TECHNOLOGY & ENGINEERING K asey E v ans VP of Partnerships Elie Naim Director of Electrical Eng. Harsh Pa t el Director of Battery Eng. Chris t en R ome r o Corporate Counsel SPAC PARTNERS Geo r ge Mattson Co - Chairman of NextGen Gr eg Summe Co - Chairman of NextGen 10 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

CLASS 8 REGIONAL CLASS 3 CLASS 4 CLASS 5 CLASS 6 CLASS 7 CLASS 2 ● T r a v el < 200 miles per shift ● R eturn t o base at nig h t ● P r edic t able r ou t es X os Is F ocused On The F as t - G r o wing L as t - Mile and R eturn - t o - Base Segments. CLASS 8 LONGHAUL Confide n tial and Privileged, P r operty of X os, Inc. 1 1 >90% of Class 5 th r ough Class 8 r egional comme r cial v ehicles t r a v el less than 200 miles per shift Sou r ce: Wise, McKinsey & Compa n y .

 

 

A New Mobility Ecosystem Is Emerging ● Trucks in the U . S . emit as much Greenhouse Gas (“GHG”) as cars, with less than 45 % as many miles driven, producing over 750 million tons of GHG in the U . S . annually . Regulation is intensifying as a result . ● Approximately 20 countries have committed to phase out fossil fuel based v ehicles b y 2040. ● 15 U.S. States have committed to transition to zero - emission v ehicles, led b y Cali f ornia. ● California has issued an executive order requiring 100 % of truck sales to be zero - emission by 2035 and has targeted 100 % of trucks on the r oad t o be ze r o - emission b y 2045 . RAIL AIRCRAFT CARS TRUCKS 9% BOAT 2% GHG EMISSION SOURCE % OF TRANSPORTATION (2018) 41% 41% TRUCKS LARGEST PER CAPITA CONTRIBUTORS TO GREENHOUSE GASES IMPERATIVE FROM GOVERNMENTS, INVESTORS, AND CUSTOMERS 12 2% On committing to carbon - neutral operations by 2040 and $2 billion investment: “We have a responsibility to take bold action in addressing climate challenges. This goal builds on our longstanding commitment to sustainability.” Frederick Smith, Chairman and CEO On investing $450mm to expand its alternative fuel vehicle fleet and infrastructure: “UPS continues to expand and improve our smart logistics network… we intend for 25% of our vehicles purchased in 2020 to run on alternative fuels.” Juan Perez, Chief Information and Engineering Officer On introducing a $2 trillion plan to overhaul and upgrade the nation’s infrastructure: “This is not a plan that tinkers around the edges. It is a once - in - a - generation investment in America. These are investments we have to make.” Joseph R. Biden, President of the United States On co - founding The Climate Pledge, a commitment to be net zero carbon by 2040: “We’re done being in the middle of the herd on this issue - we’ve decided to use our size and scale to make a difference.” Jeff Bezos, Founder, Chairman and CEO Confide n tial and Privileged, P r operty of X os, Inc. Sou r ce: US E n vi r onme n t al P r o t ection Agenc y .

 

 

$100B 1 GLOBAL LAST - MILE MD & HD TRUCK SALES INTERNATIONAL M ARK E T 66% Confide n tial and Privileged, P r operty of X os, Inc. 13 Large and Growing Last - Mile Market for Electric Vehicles Xos focuses on the medium - and heavy - duty last - mile commercial segments where the electrification opportunity is sizable and growing. $34B U.S. LAST - MILE MD & HD TRUCK SALES U S M ARK E T 34% UNITS OPERATING ON ROUTES < 200 MILES PER DAY (%) 100% ~ 20% 35% CAGR 1 Electric v ehicle sales in X os’ t a r get market through 2040. ~34% Decline in a v e r age r ou te length since 2000. The growth of e - commerce is driving fulfillment centers to locate closer to cus t omers, r esulting in an inc r eased number of last - mile routes . Both last - mile delivery and electrification of this segment are growing at a rapid pace. MEDIUM - DUTY HEAVY - DUTY Source: LMC Automotive, ATA, BMO Capital Markets, BloombergNEF, NACFE and Oak Ridge National Laboratory (1) Reflects Xos assumed average selling price applied to medium - duty and 20% of heavy - duty commercial truck sales assumed to be used for last - mile applications and excludes China.

 

 

4/5 5/6 6/7 Regional 7/8 Regional 5 - 8 Regional 6 - 8 2023 Available Now 2021 2022 Available Now Available Now Not Published 100 miles 100 - 200 miles 100 - 275 miles 250 - 380 miles 100 - 200 miles Battery Electric Battery Electric Hydrogen Fuel Cell Battery Electric Outsourced from (Panasonic) X - Pack, Xos’ proprietary commercial vehicle OEM module and pack system Proprietary Full Cell Outsourced (Romeo) New truck model not yet in production. Limited proprietary technology portfolio. Industry - leading range with a purpose - built commercial vehicle battery, proprietary power electronics, and more durable structures. Reliant on underdeveloped hydrogen infrastructure and supply. Medium duty available in 2022. Limited proprietary technology. Class 7 available in 2022. Xos Already Has Zero - Emission Vehicles on the Road and Expects to Deliver a Full Suite of Class 5 - 8 Vehicles in 2021/22 Confide n tial and Privileged, P r operty of X os, Inc. 14 Sou r ce: Compa ny in f ormation and analysis. Note: Chart refers to Company’s stated focus area. CLASS OEM COMMERCIAL AVAILABILITY RANGE POWERTRAIN BATTERY SYSTEM NOTES

 

 

RELATIVE TO DIESEL RELATIVE TO ALTERNATIVE FUEL TOTAL COST OF OWNERSHIP LIFETIME MILES MEDIUM - DUTY (CLASS 5 - 6) Payback Period T o tal Savings $116K < 3 years Payback Period T o tal Savings HEAVY - DUTY (CLASS 7 - 8) $36K - $41K NA Payback Period T o tal Savings $262K ~1 year Payback Period T o tal Savings $66K - $239K ~1 year $272K $237K $277K $353K TCO AT 300K MILES $539K $473K $712K $735K TCO AT 500K MILES Expected Industry - Leading Unsubsidized Total Cost of Ownership (“TCO”) Confide n tial and Privileged, P r operty of X os, Inc. 15 Source: NACFE, ATRI, EPA, NHTSA, EIA, public filings, press releases and internal estimates. Figures adjusted for cost of electricity, infrastructure charging, sales tax, insurance and AFV savings to compare with consistency and exclude driver wages and benefits. Diesel Diesel

 

 

TCO Advantage Driven by Core Proprietary Technologies Confide n tial and Privileged, P r operty of X os, Inc. 16 XOS BATTERY SYSTEM (“X - PACK”) ● Proprietary “cut - to - length” battery architecture reduces acquisition cost by eliminating unnecessary battery capacity ● Forced air - cooling technology ensures maximum pack longevity and weight savings XOS BATTERY MANAGEMENT SYSTEM ● Pack - level BMS allows each X - Pack to perform independently reducing vehicle downtime ● Proprietary technology manages battery health for 200,000+ miles of usable life XOS MODULAR CHASSIS (“X - PLATFORM”) ● Universal chassis platform reduces engineering and testing expenses associated with releasing new trucks ● Designed specifically for commercial vehicles with key focus on weight and durability XOS PROPRIETARY SOFTWARE ● Xos Connect Software is integrated in every Xos vehicle with over - the - air update capabilities ● Xosphere Intelligence Platform provides comprehensive data and analysis and generates savings through reduced vehicle downtime and driver safety and behavior monitoring

 

 

St r ong Cus t omer T r action KEY CUSTOMERS Xos is working with the world’s largest fleet partners and has deployed vehicles with customers ADDITIONAL PIPELINE BUSINESS SERVICES DRAYAGE, LTL, FTL Confide n tial and Privileged, P r operty of X os, Inc. LAST MILE & VOCATIONAL & DSD WORK TRUCK ADDITIONAL CUSTOMERS 17 50+ Additional R egional SMB Fleets (1) Company contracted with UPS beginning in 2018 for the acquisition of vehicle units. Company additionally entered into a non - binding letter of intent with UPS in Q1 2021 for the purchase of Xos vehicle units. (2) FedEx Ground represents vehicles purchased by independent service providers operating within the FedEx network. 1 2 50,000+ V ehicle eComme r ce Fleet

 

 

Confide n tial and Privileged, P r operty of X os, Inc. ● Purchase and distribution agreement for 1,000 vehicles ● Lonestar to provide distribution, service, and manufacturing support for Xos vehicles in Texas ● Lonestar is key partner for large corporate parcel delivery fleets such ● Multi - year purchase and distribution agreement includes 100 vehicles in 2021 and 1,000 vehicles in 2022 ● Includes an additional option for 1,000 vehicles in 2023 ● Thompson CAT uniquely equipped to provide distribution and service for Xos truc k s in the Southeas t ern U ni t ed S t a t es as F edEx G r ound Accelerating Growth Through Cornerstone Go - to - Market Agreements in 2021 Xos has established commitments from partners expected to support Xos through distribution and maintenance. 1,100 UNIT ORDER 1,000 UNIT ORDER 18 ” zero - emission future backed by Thompson’s 76 - year legacy of unri v aled sales & service suppor t . ” Mark McDonell, Thompson Machinery COO ” “ “ “Our partnership with X os enables cus t omers t o achie v e a “ L ones t ar SV has a r epu t ation f or manu f acturing quality i n t eg r a ted vehicles and we felt that Xos provided the best solution to meet our cus tomers’ demands . ” Jay Simmons, Lonestar SV President Note: The agreements with Thompson CAT and Lonestar SV described herein are subject to certain modification and cancellation provisions set forth in the applicable agreements.

 

 

Xosphere Fleet - as - a - Service Business Model X os o ff ers a bundled all - in - one pac k age that all o ws fleets t o access all the tools and service they need to go electric with a single poi n t of co n t act at a fi x ed mo n thly e xpense. XOSPHERE BUNDLED OFFERING Confide n tial and Privileged, P r operty of X os, Inc. 19 T r aditionall y , fleet service o ff erings a re fragmented and challenging for fleet operators with no benefit for EV’s. TRADITIONAL OEM MODEL VEHICLE HARDWARE FINANCING INSURANCE AND WARRANTY FLEET CUSTOMER SERVICE AND AFTERMARKET FUELING TELEMATICS HARDWARE X - Platform R eplaceme n t Part s 1 X oGen Cha r ging Infrastructure V ehicle Body Cha r ging Ha r dw a re T elematics Service & Support Financing & Risk (1) Cer t ain compone n ts a re p r o vided b y thi r d - party partners (2) Over - the - air update capabilities are in development and expected to be included in vehicles beginning in late 2021 PROPRIETARY TO XOS O v e r - the - air U pda t e s 1,2 SERVICES Ene r gy Manageme n t

 

 

Li f etime R e v enue $123,000 Es t . Gr oss Ma r gin 27.0% Li f etime R e v enue $179,000 Es t . Gr oss Ma r gin 34.0% 59% of the total revenue generated per vehicle delivery is projected to be generated by products and services other than the vehicle sale. Fleet - as - a - Service Revenue (59%) V ehicle Sale Revenue (41%) I n t elligence Plat f orm P r oducts $16,000 (5.2%) Mai n t enance & Parts $61,000 (20.3%) Ene r gy Services $95,000 (31.4%) POS Fleet P r oducts $7,400 (2.4%) V ehicle Sale $123,000 (40.7%) $11,500 A v e r age Annual R ecurring R e v enue per V ehicle R ecurring R e v enue Fleet - as - a - Service Expected to More - Than - Double Lifetime Revenue per Vehicle Confide n tial and Privileged, P r operty of X os, Inc. 20 Note: Lifetime revenue assumes sales of 240 kWh stepvan in 2025 and includes the projected average revenue generated from fleet - as - a - service products over a 15 - year ownership period. The figures represent projections based on internal management estimates and take into account rate of customer conversion and/or enrollment. Y ears of Ownership A v e r age Li f etime R e v enue $303,000 $300,000 $200,000 $100,000 $0 0 5 10 15

 

 

L eading global v endor finance compa n y o ff ering financing solutions t o equipme n t manufacturers, dealers, distributors and end users . X os has partne r ed with DLL t o initia t e the X os Financial Services p r og r am X OS FINANCIAL SERVICES (“XFS”) € 35 Billion Global managed port f olio serving o v er 30 cou ntries #1 V endor Finance in the US f or 12 consecuti ve y ears (2020) Sou r ce: Moni t or ● As a market - leading global asset finance partner, DLL offers Xos customers a wide range of financial products competitive in price, structure and service. ● DLL’s offering provides the flexibility to finance not only the vehicle, but the entire Fleet - as - a - Service offering, all under one contract at a fixed monthly price. ● DLL underwrites and bears the balance sheet risk while delivering the invoiced amount to Xos at the point - of - sale. 21 Confide n tial and Privileged, P r operty of X os, Inc. 50 Years of e xperience p r o viding access t o equipme n t , t echnology and softw a re “ “We are excited about working with Xos because of our shared mission providing innovative solutions... We look forward to ensuring X os’ v ehicles a r e accessible t o businesses a r ound the globe.. . ” Neal Garnett, Presiden t o f Construction , Transportatio n & Industria l Globa l Busines s ” Unit

 

 

Technology Overview 02 22 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

PLATFORM VEHICLE CLASSES X - PLATFORM CHASSIS VEHICLES MD X - PLATFORM Class 5 - 6 Adap t able chassis f or on - high w a y , pickup and deli v er y . HD X - PLATFORM Class 7 - 8 Adap t able chassis f or on - highway, v ocational, and se v e r e w ork condition. POWERTRAIN Various P ow ert r ain solutions f or both o ff - high w a y , industrial equipme n t and on - high w ay trucks. Focus on Modular EV Platforms Tailored for Last - Mile Market Common platform architecture drives significant engineering and manufacturing synergies. 23 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Battery Specifically Designed for Commercial Truck Applications 2170 Cell Xos CMU Xos Module 4 - 10kwh Module size 30 - 60kwh Bat t ery bloc k s +170wh/kg Gr avimetric ene r gy density ● “Cu t - t o - length” modular a r chi t ectu re based on final vehicle build requirements ● E ach pack co n t ains local (independe n t ) cooling and BM S , and ope r a t es at sys t em v ol t age all o wing f or a truly modular bat t ery sys t em ● Designed for commercial vehicle durability, with a 200,000 mile useable li f e ● X - platform cross - interoperability for last - mile, vocational, and on - highway vehicles ● R efrige r a ted air cooling all o ws f or shor t est possible thermal path and even distribution of cooling ● The sealed sys t em all o ws high deg ree of control over the internal temperature in each pack across a wide range of climate conditions. Xos BCU 24 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Proprietary Software Powers our Sustainable Energy Solutions Confide n tial and Privileged, P r operty of X os, Inc. 25 XOSPHERE INTELLIGENCE PLATFORM 1 The Xosphere Intelligence Platform is the centralized control hub for fleets to manage their X os v ehicles. F eatu r es include: ● Ad v anced v ehicle t elematics ● Energy and charging data and analytics ● Dri v er per f ormance and sa f ety sco res ● Service and maintenance logs and alerts ● ESG impact metrics and sus t ainability r eports (1) Certain features are currently in development and to be released in future iterations of the product. VEHICLE CONTROL SOFTWARE 1 Each Xos vehicle is integrated with Xos’ proprietary vehicle control software which administers: ● P o wert r ain co n t r ols ● Body co n t r ols ● Sa f ety t echnology ● Cha r ging communication ● Fully - digital instrument cluster ● In f o t ainme n t sys t em ● Dri v er efficiency guidance ● Quic k - s t art capabilities ● O v e r - the - air soft w a re upda te ● Remote diagnostics and maintenance

 

 

Continuous Innovation in Drivetrain Efficiency and Advanced Drive - Assistance Systems (ADAS) L aunching first ET - One Prototype 2022 2021 2020 Bat tery V1 Es t ablishing the X - Plat f orm MD L oomis V an on XPlatform V ehicle Co n t r ols Architecture Pa r acel V an on XPlatform Es t ablish X - BMS Mobile Mai n t enance Es t ablishing the X - Plat f orm HD Chassis Cab on X - Platform O v er the Xosphere U pda t e Module X osphe r e Fleet Management Platform X os P o w er Elect r onics L2 A u t ono m y And A u t opark Mo t or and Controller De v elopme n t 26 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Xos Flex Manufacturing 03 27 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Flex Manufacturing Allows for Rapid Scale and Flexibility BATTERY ASSEMBLY VEHICLE ASSEMBLY Flex Facility 1 located in Byrdstown, TN 28 Confide n tial and Privileged, P r operty of X os, Inc. $45MM CAPEX PER FACILITY 80% CapEx r eduction vs. t r aditional automotive manufacturing facilities. 1 YEAR TIME TO DEVELOP 2 - 3 years faster to develop Xos Flex Facility vs. t r aditional g reenfield f acilit y . 150,000 SQUARE FEET 90 % smaller f ootpri n t on all s t ages of the manu f acturing p rocess due t o ad v anced f ac t ory manageme n t sys t em and non - linear line design .

 

 

Bat t ery Assembly KEY STATISTICS KEY STATISTICS 6 S t ations X os module lines comprise six (6) disc r e te p rocess s t eps be f o r e p r oceeding t o i n t ernal QC. E ach module line incorpo r a t es multiple automation stations for each step increasing machine OEE and improving overall resiliency during line maintenance. T ruck Manu f acturing 5,000 U nits/ Y ear Xos Flex facilities can be dedicated t o k ey cus t omers t o mitiga te supply chain risk and ensu r e on - time deliveries. 20 S t ations The X os final assembly line utilizes 20 s t ations t o assemble the comple te chassis. The chassis complete end - of - line t esting in T ennessee and a re r eady t o be shipped t o Mo r gan Olson ’s L oudon, T ennessee pla n t . 29 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

M ANU F A C TURING PARTNERS Manu f acturing Partners STAFFING SUPPLY CHAIN MANUFACTURING ENGINEERING FACILITY AUTOMATION ENGINEERING QUALITY MANAGEMENT ● L eading global manu f actu r er of f r ame and chassis systems for commercial vehicles gene r ating $2B in annual r e v enue ● Contract manufacturer of commercial v ehicles in South America and fl e x assembler f or X os ● Facilities within US, Mexico, and South America ● L a r gest manu f actu r er of glider v ehicles in the US mar k et ● P r oduced o v er 5,000 truc k s per y ea r 1 ● Partner to Xos’ first Flex Manufacturing facility 30 (1) Prior t o E P A emissions r egulations beginning in January 2018. Confide n tial and Privileged, P r operty of X os, Inc. “ ” “Partnering with X os was the clear choice f or us gi v en their differentiated product, advanced technical capabilities and EV mar k et unders t anding . ” RICARDO ALEMAN METALSA - CHIEF INNOVATION & TECHNOLOGY OFFICER

 

 

St r a tegic G r o wth and Positioning of Fl e x F acilities Flex2 (Mo n t er r ey) Flex1 (Byrdstown) Pa r cel Body Upfit (Danville) Pa r cel Body Upfit (Loudon) X os HQ ( L os Angele s ) Flex manufacturing facilities are strategically located in proximity to vehicle body upfitters and end - customers. Xos currently assembles vehicles out of two flex facilities and plans to complete the build - out of seven (7) additional facilities to meet projected delivery targets through 2025. 2 2 3 6 9 8,715 2,007 116 2021E 2022E 2023E 2024E 2025E P r ojec t ed Deli v eries Fl e x F acilities 33,674 20,427 31 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Financials & Transaction Overview 04 32 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

● Projected to exceed $1B of annualized revenue by Q4 2023 ● International vehicle sales projected to increase to 11.7% of revenue by 2025 ● Fleet - as - a - Service increases to 14.8% of revenue by 2025; recurring and fee - based revenue streams at strong margins ● Drives incremental recurring revenue through Xos’ services channel ● Heavy - duty trucks projected to become a significant revenue source from 2023 2022 - 25 CAGR 167.9% 76% 147% 343% N/M 1,864% 3.9% 2.4% PRODUCTION VOLUME (BY VEHICLE TYPE) % TAM 1 0.0% 0.0% 0.2% 1.0% 2022 - 25 CAGR 154.8% Stepvan/Stripped Chassis Chassis Cab Tractor ● Projected to deliver approximately 65,000 cumulative vehicles through 2025 $271 $1,202 $2,970 $5,219 2025 I n t ernational 11.7% A f termar k et 14.8% 2,007 8,715 20,427 33,674 Volume/Revenue Forecast: Growing Product and Geographic Diversification Confide n tial and Privileged, P r operty of X os, Inc. 33 REVENUE ($MM) % Growth N/M (1) Source: LMC Automotive. TAM reflects Xos assumed average selling price applied to medium - duty and 20% of heavy - duty commercial truck sales assumed to be used for last mile applications and excludes China. 17 116 $3 $14 2020 2021E 2022E 2023E 2024E 2025E 2020 2021E 2022E 2023E 2024E 2025E

 

 

FREE CASH FLOW ($MM) 2 P r ojec t ed Path t o P r ofi t ability GROSS PROFIT ($MM) EBITDA ($MM) 1 ● P r ojec t ed t o achie ve positi v e mo n thly Adj. EBIT D A b y 2023 ● Operational efficiencies will be realized as X os accele r a t es g r o wth in v ehicle deli v eries ● P r ojec t ed t o mai n t ain st r ong g r oss ma rgins th r ough the p r ojection period ● Higher margins in the services segment dri v e an inc r eme n t al ma r gin lift in the ou t er years ● P r ojec t ed t o achie ve positi v e mo n thly f r ee cash fl o w b y Q1 2023 ● CapEx settles to 4.2% of revenue in 2025 % of R e v enue 11.4 % 29.5% 28.6% 30.3% 30.5% 30.6% 20.8% 13.4% N/M 23.3% 5.1% NM N/M N/M 12.4% % of R e v enue N/M N/M % of R e v enue N/M $4 $78 $364 $905 $1,598 ($12) $161 $617 $1,216 ($13) $151 $648 Confide n tial and Privileged, P r operty of X os, Inc. 34 (1) EBITDA = GAAP Operating Profit + Stock - based Compensation + Depreciation & Amortization. Please reference Appendix for reconciliation of non - GAAP figures. (2) Free Cash Flow = Operating Cash Flow - CapEx. Please reference Appendix for reconciliation of non - GAAP figures. $0 2020 2021E 2022E 2023E 2024E 2025E ($40) ($33) 2020 2021E 2022E 2023E 2024E 2025E ($107) ($175) ($167) 2020 2021E 2022E 2023E 2024E 2025E

 

 

Use of Transaction Proceeds Confide n tial and Privileged, P r operty of X os, Inc. 35 $515 Million Net Cash Proceeds Expec t ed Timing $140MM Build out of automated flex battery assembly lines 2021 - 2024 GROWTH $140MM Build out of fl e x v ehicle assembly lines 2021 - 2024 $40MM Scaling business development and corporate overhead 2021 - 2023 $35MM Additional growth investment and opportunities 2021 - 2023 EC H & NEERI NG $105MM Engineering and R&D for continued fleet - as - a - service expansion 2021 - 2023 T ENG I $55MM Battery, Chassis and Cab tooling for product engineering 2021 - 2024

 

 

Xos is projected to deliver on strong financial fundamentals with the Company generating over $5.2B of revenue in 2025 while turning a positive monthly Adjusted EBITDA by 2023 and Free Cash Flow by 2024. US$ Millions 2020 2021E 2022E 2023E 2024E 2025E T o t al V ehicles Deli v e r ed 17 116 2,007 8,715 20,427 33,674 Financials $4,450.3 Revenue V ehicle Sales Fleet - as - a - Service $2.6 0.1 $13.5 0.4 $258.7 12.8 $1,094.3 107.4 $2,605.4 364.6 768.2 T o t al R e v enue $2.6 $13.8 $271.4 $1,201.6 $2,970.0 $5,218.5 % G r o wth NM 580% 1864% 343% 147% 76% G r oss P r ofit $0.3 $4.1 $77.7 $364.4 $905.2 $1,598.3 % G r oss Ma r gin 12% 29% 29% 30% 30% 31% EBITDA 2 ($11.6) ($40.1) ($32.9) $160.9 $617.4 $1,216.0 % EBIT D A Ma r gin NM NM NM 13% 21% 23% F r ee Cash Fl ow 3 ($12.7) ($107.3) ($175.5) ($166.8) $151.2 $647.5 % F r ee Cash Fl o w Ma r gin NM NM NM NM 5% 12% Confide n tial and Privileged, P r operty of X os, Inc. 36 (1) Contingent on the execution of additional capital strategy initiatives including meeting delivery projections and closing asset - backed lending facility. (2) EBITDA = GAAP Operating Profit + Stock - based Compensation + Depreciation & Amortization. Please reference Appendix for reconciliation of non - GAAP figures. (3) Free Cash Flow = Operating Cash Flow - CapEx. Please reference Appendix for reconciliation of non - GAAP figures. Summary Financial Forecast COMMENTARY P r oceeds f r om S P A C T r ansaction p r ojec t ed t o fund business t o cash fl o w positi v e 1 2021 and 2022 deli v eries fully - contracted and deliverable with cur r e n t manu f acturing capacity Fleet - as - a - Service grows to 15% of to t al r e v enue b y 2025 T echnology v alida t ed and p r oduction v ehicles al r eady deli v e r ed t o cus t omers EBIT D A positi v e b y early 2023 and 23% EBIT D A ma r gin b y 2025 F r ee Cash Fl o w positi v e b y 2024 2021 and 2022 deli v eries fully - contracted and deliverable with cur r e n t manu f acturing capacity

 

 

PRO FORMA OWNERSHIP @ $10.00 / SHARE Shares % $ N e xtGen Public Sha r eholders 37.5 19.1% $375 N e xtGen F ounder Sha r es 9.4 4.8% 94 PIPE I n v es t or Sha r es 22.0 11.2% 220 Existing X os Sha r eholders 127.6 64.9% 1,276 Total 196.5 100.0% $1,965 Cash Conside r ation t o X os F ounders 20 Estima t ed F ees & Expenses 60 T o t al Uses $1,871 2024E R e v enue EV / 2024E R e v enue SOURCES & USES 2,970 0.5x Sources $ N e xtGen Cash in T rust $375 Commit t ed PIPE 220 S t ock Conside r ation t o Existing Sha r eholders 1,276 T o t al Sou r ces $1,871 Uses $ Cash t o Balance Sheet $515 S t ock Conside r ation t o Existing Sha r eholders 1,276 Confide n tial and Privileged, P r operty of X os, Inc. 37 Detailed Transaction Overview TRANSACTION FUNDING ILLUSTRATIVE PRO FORMA VALUATION ● Minimum of at least $220 million across PIPE and cash remaining in Sha r e Price at Closing $10.00 trust accou n t af t er satisfying r edemption r equi r eme n ts. P r o F orma Sha r es Outs t anding (MM) 196.5 ● Executed PIPE subscription agreements for committed capital in E quity V alue $1,965 the amount of $220 million including $20mm of secondary L ess: Net Cash (515) p r oceeds t o F ounders. E nt erprise V alue $1,450 ● Earnout of 10.0% of total pro forma shares outstanding to Existing Xos shareholders if stock crosses $14.00, $20.00 and $25.00 per share. Note: Amounts on this page assume there are no redemptions from the trust account.

 

 

UPS / Mo r gan Olson V an Body on X - Plat f orm Confide n tial and Privileged, P r operty of X os, Inc. 38 XOS OPPORTUNITY $100 B 1 T AM f or Comme r cial V ehicles E - commerce growth and regulations driving a new mobility ecosystem. Compelling ESG Opportunity with Strong Revenue Growth Predicted to save 49 megatons of CO 2 through projected vehicle deliveries made by 2025. Customer - Validated Vehicles on the Road Comme r cial v ehicles in use since 2018. F oundational Cus t omers & Partnerships Premier contracted customers and aftermarket partners. Industry - L eading T o t al Cost of Ownership Vehicles are highly competitive against ICE equivalents and peers on an unsubsidized basis. Highly Capable Manageme n t T eam Founder - driven management team with deep industry expertise and commitment to Xos mission. N e xtGen V alue Add Operational and governance experience, industry expertise, and customer/partner relationships. (1) TAM reflects Xos assumed average selling price applied to medium - duty and 20% of heavy - duty commercial trucks assumed to be used for last mile applications and excludes China.

 

 

Appendix 39 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

US$ Millions 2020E 2021E 2022E 2023E 2024E 2025E EBITDA GAAP Ope r ating P r ofit ($11.9) ($47.6) ($66.1) $84.3 $471.8 $995.7 S t oc k - based Compensation $0.0 $0.1 $0.3 $6.8 $30.0 $74.2 Depreciation & Amortization $0.3 $7.5 $32.8 $69.8 $115.5 $146.1 EBITDA ($11.6) ($40.1) ($32.9) $160.9 $617.4 $1,216.0 F r ee Cash Fl o w Cash Fl o w f r om Ope r ations ($12.3) ($40.3) ($63.4) $46.2 $381.8 $868.9 Capi t al Expenditu r e ($0.4) ($67.0) ($112.1) ($212.9) ($230.6) ($221.4) F r ee Cash Fl o w ($12.7) ($107.3) ($175.5) ($166.8) $151.2 $647.5 Reconciliation of Non - GAAP Financials 40 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Confide n tial and Privileged, P r operty of X os, Inc. 41 Illustrative Fully Diluted Share Count Sha r es in millions Illust r ati v e Sha r e Price $10.00 $12.50 $15.00 $17.50 $20.00 $22.50 $25.00 Existing X os Sha r es Existing X os E arnout Sha r e s 1 127.6 -- 127.6 -- 127.6 6.6 127.6 6.6 127.6 13.1 127.6 13.1 127.6 19.7 N e xtGen Public Sha r eholders 37.5 37.5 37.5 37.5 37.5 37.5 37.5 N e xtGen Public W ar r a n t s 2,3 -- 1.0 2.9 4.3 4.5 4.5 4.5 N e xtGen F ounder Sha r es 9.4 9.4 9.4 9.4 9.4 9.4 9.4 N e xtGen Pri v a t e Placeme n t W ar r a n t s 2,4 -- 0.5 1.5 2.2 2.3 2.3 2.3 PIPE I n v es t or Sha r es 22.0 22.0 22.0 22.0 22.0 22.0 22.0 F ully Dilu t ed Sha r e Cou n t 196.5 198.0 207.4 209.5 216.4 216.4 223.0 Note: Amounts on this page assume there are no redemptions from the trust account. (1) 10.0% of total pro forma shares outstanding at $10.00 share price to Existing Xos shareholders if stock crosses $14.00, $20.00 and $25.00 per share (2) Assumes t r easury s t ock method. (3) 12.5mm public warrants issued as part of NextGen IPO with strike price of $11.50 and a redemption price of $18.00. (4) 6.3mm private placement warrants issued as part of NextGen IPO with strike price of $11.50 and assuming a redemption price of $18.00.

 

 

The list below of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Private Placement”) as part of the proposed business combination of NextGen Acquisition Corporation (“NextGen”) and Xos, Inc. (the “Business Combination”), and solely for potential investors in the Private Placement, and not for any other purpose. All references to “Xos,” the “Company,” “we,” “us” or “our” refer to the business of Xos, Inc. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of the Company, the Private Placement and the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and NextGen, with the U.S. Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the proposed transactions between the Company and NextGen. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and NextGen and the proposed transactions between the Company and NextGen, and may differ significantly from and be more extensive than those presented below. Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the Company’s consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Private Placement, before making an investment decision. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company’s business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company’s business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company’s equity securities may decline, and any investor in the Offering may lose all or part of its investment. Ris k s R ela t e d t o our Busines s an d our Industry ● Capital Requirements and Cost Fluctuations . We require significant capital to develop and grow our business, including with respect to the design, development, marketing, distribution and sale of our goods and services. Increased costs associated with the operation of our business, the disruption of our supply chain or a shortage of materials (including, without limitation, a change in the price or availability of lithium - ion battery cells and their component parts) could harm our business. Our financial results may be significantly and negatively impacted from period to period due to the aforementioned fluctuations in operating costs and other factors. ● Financial Condition and Potential Dilution . We are an early stage company with a history of losses. We could incur significant expenses and continued losses for the foreseeable future. We have yet to achieve positive operating cash flow and our ability to generate positive cash flow is uncertain. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown events which may result in our inability to achieve or maintain profitability. In addition, our operational and financial results forecasts rely in large part upon assumptions and analyses developed by us. If these assumptions or analyses prove to be incorrect, in whole or in part, our actual operational and financial results may be materially different from forecasted results. Our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends. ● Limited Operational History and Competitive Landscape . Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment. Our ability to develop and manufacture EVs and their component parts of sufficient quality and appeal to customers on schedule and on a large scale is still unproven and continues to evolve. Our limited operational history may hinder our ability to anticipate and timely adapt to increases or decreases in revenues or experiences significant and unanticipated delays in the design, production and launch of our goods and services. Our business, prospects, financial condition and operating results could experience significant harm as a result. We also face a competitive market with respect to our goods and services and may therefore not be successful in competing within the industry. There may also be significant developments in alternative technologies, such as advanced diesel, ethanol, or compressed natural gas or improvements in the fuel economy of the internal combustion engine, which may materially and adversely affect our business and prospects in ways we do not currently anticipate. ● Business Development and Partnerships . Certain of our strategic, development and deployment arrangements or expected arrangements could be terminated or may not materialize into contract partnership arrangements on a long - term basis or at all. We may also not be able to successfully engage target customers or convert early trial deployments with truck fleets into meaningful orders or additional deployments in the future. If we fail to manage or develop our partnerships and customer growth effectively, including failing to attract and integrate qualified personnel, we may not be able to design, develop, manufacture, market and launch our EVs and related products successfully. ● Suppliers. We rely on suppliers, some of which are limited source suppliers, for necessary components of our vehicles and outsourced partners for the manufacturing of our vehicles and component parts. A loss of any of these partners or defects in or failure of the products that they supply to us could negatively affect our business. ● Insurance . We maintain certain levels of insurance; we may, however, face claims from time - to - time that could exceed our insurance coverage or not fall within our coverage. ● Forecasts . Our operating and financial result forecasts rely in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, our actual operating results may differ materially. Ris k s R ela t e d t o th e Pri v a t e Placeme n t ● Capital Raise . There can be no assurance that NextGen will be able to raise sufficient capital in the Private Placement to consummate the Business Combination or for use by the combined company following the Business Combination (the “Combined Company”). ● Voting Power. The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute substantially the voting power of Combined Company’s shareholders. RISK F A C T ORS 42 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

RISK F A C T ORS Ris k s R ela t e d t o th e Busines s Combination ● Transaction Costs. Both NextGen and Xos will incur significant transaction costs in connection with the Business Combination. ● Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. ● Key Personnel. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Xos, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. ● Redemption. There is no assurance that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position. ● Value of Securities. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of NextGen’s securities or, following the consummation of the Business Combination, the value of the Combined Company’s securities, may decline. ● Stock Exchange Approval. There can be no assurance that the Combined Company’s securities will be approved for listing on the chosen stock exchange or that the Combined Company will be able to comply with the continued listing standards of such stock exchange. ● Legal Proceedings. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. ● COVID - 19. The Business Combination or Combined Company may be materially adversely affected by the recent COVID - 19 outbreak. ● Compliance with Laws. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect Xos’ and the Combined Company’s business, including NextGen’s and Xos’ ability to consummate the Business Combination, and results of operations. 43 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

44 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

45 Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Confide n tial and Privileged, P r operty of X os, Inc. 46 No t e: Conceptual Images

 

 

47 No t e: Di r ectional Image Confide n tial and Privileged, P r operty of X os, Inc.

 

 

48 No t e: Di r ectional Image Confide n tial and Privileged, P r operty of X os, Inc.

 

 

Confide n tial and Privileged, P r operty of X os, Inc. 49

 

 

 

IMPORTANT LEGAL INFORMATION

 

Additional Information and Where to Find It

 

This document relates to a proposed transaction between Xos, Inc. (“Xos”) and NextGen Acquisition Corporation (“NextGen”). This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. In connection with the proposed transaction, NextGen filed a registration statement on Form S-4 with the SEC on May 14, 2021, which includes a document that serves as a prospectus and proxy statement of NextGen (the “proxy statement/prospectus”). The proxy statement/prospectus will be sent to all NextGen shareholders. NextGen also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of NextGen are urged to read the registration statement, the proxy statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

 

Investors and security holders may obtain free copies of the registration statement, the proxy statement/prospectus included therein and all other relevant documents filed or that will be filed with the SEC by NextGen through the website maintained by the SEC at www.sec.gov.

 

The documents filed by NextGen with the SEC also may be obtained free of charge at NextGen’s website at https://www.nextgenacq.com/investor-info.html#filings or upon written request to 2255 Glades Road, Suite 324A, Boca Raton, Florida 33431.

 

Participants in the Solicitation

 

NextGen and Xos and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from NextGen’s shareholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus. You may obtain a free copy of this document as described in the preceding paragraph.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Xos and NextGen. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of NextGen’s securities, (ii) the risk that the transaction may not be completed by NextGen’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by NextGen, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the shareholders of NextGen, the availability of the minimum amount of cash available in the trust account in which substantially all of the proceeds of NextGen’s initial public offering and private placements of its warrants have been deposited following redemptions by NextGen’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE investment in connection with the transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (vii) the effect of the announcement or pendency of the transaction on Xos’ business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Xos and potential difficulties in Xos employee retention as a result of the transaction, (ix) the outcome of any legal proceedings that may be instituted against Xos or against NextGen related to the Merger Agreement or the proposed transaction, (x) the ability to maintain the listing of NextGen’s securities on a national securities exchange, (xi) the price of NextGen’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which NextGen plans to operate or Xos operates, variations in operating performance across competitors, changes in laws and regulations affecting NextGen’s or Xos’ business, Xos’ inability to implement its business plan or meet or exceed its financial projections and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, and (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive electric vehicle industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of NextGen’s registration statement on Form S-1 (File No. 333-248921), the registration statement on Form S-4 discussed above, the proxy statement/prospectus included therein and other documents filed or that may be filed by NextGen from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Xos and NextGen assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Xos nor NextGen gives any assurance that either Xos or NextGen, or the combined company, will achieve its expectations.