As filed with the Securities and Exchange Commission on June 24, 2021

Registration No. 333-256168

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________________

NextGen Acquisition Corporation*

(Exact Name of Registrant as Specified in Its Charter)

____________________________________

Cayman Islands*

 

3711

 

98-1550505

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

2255 Glades Road, Suite 324A
Boca Raton, FL 33431
(561) 208
-8860
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

____________________________________

Patrick Ford
Chief Financial Officer and Secretary
c/o NextGen Acquisition Corporation
2255 Glades Road, Suite 324A
Boca Raton, FL 33431
(561) 208
-8860
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies to:

Howard L. Ellin, Esq.
David J. Goldschmidt, Esq.
June S. Dipchand, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
(212) 375
-3000

 

Dave Peinsipp
Dave Young
Kristin VanderPas
Garth Osterman
Cooley LLP
101 California Street, 5
th Floor
San Francisco, CA 94111
(415) 693
-2000

____________________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

   

Non-accelerated filer

 

 

Smaller reporting company

 

           

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)

 

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Amount
to be
registered
(1)(2)

 

Proposed
maximum
offering price
per share
security

 

Proposed
maximum
aggregate
offering price

 

Amount of
registration
fee

Common stock, $0.0001 par value(3)

 

46,875,000

 

$

9.89(4)

 

$

463,593,750

 

$

50,578

 

Redeemable warrants(5)

 

18,333,334

 

$

12.80(6)

 

$

234,666,675

 

$

25,602

 

Common stock issuable upon exercise of the warrants(7)

 

18,333,334

 

 

(8)

 

 

 

 

 

Common stock(9)

 

147,281,416

 

$

9.89(4)

 

$

1,456,613,204

 

$

158,917

 

Total

     

 

   

$

2,154,873,629

 

$

235,097

(10)

____________

(1)      Immediately prior to the consummation of the Merger described in the proxy statement/prospectus forming part of this registration statement (the “proxy statement/prospectus”), NextGen Acquisition Corporation, a Cayman Islands exempted company (“NextGen”), intends to effect a deregistration under Section 206 of the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which NextGen’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by NextGen (after the Domestication), the continuing entity following the Domestication, which will be renamed “Xos, Inc.” (“New Xos”), as further described in the proxy statement/prospectus. As used herein, “New Xos” refers to NextGen after the Domestication, including after such change of name.

(2)      Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)      The number of shares of common stock of New Xos being registered represents (i) 37,500,000 Class A ordinary shares that were registered pursuant to NextGen’s Registration Statement on Form S-1 (File No. 333-248921) (the “IPO Registration Statement”) and offered by NextGen in its initial public offering and (ii) 9,375,000 Class B ordinary shares that were issued prior to NextGen’s initial public offering. NextGen’s outstanding Class A ordinary shares and Class B ordinary shares will be automatically converted by operation of law into shares of New Xos common stock following the Domestication.

(4)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of NextGen (the company to which New Xos will succeed following the Domestication) on the Nasdaq Capital Market (“Nasdaq”) on May 12, 2021 ($9.89 per Class A ordinary share) (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission (the “SEC”)). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

(5)      The number of warrants to acquire shares of New Xos common stock being registered represents (i) 12,500,000 redeemable warrants to purchase Class A ordinary shares that were registered pursuant to the IPO Registration Statement and offered by NextGen in its initial public offering and (ii) 6,333,334 warrants to purchase Class A ordinary shares that were issued in a private placement concurrently with NextGen’s initial public offering to NextGen Sponsor LLC (the “Sponsor”). Such warrants will automatically be converted by operation of law into warrants to purchase shares of New Xos common stock following the Domestication.

(6)      Estimated solely for the purpose of calculating the registration fee, and represents the sum of (i) the average of the high and low prices of the public warrants of NextGen (the company to which New Xos will succeed following the Domestication) on Nasdaq on May 12, 2021 ($1.30 per warrant) (such date being within five business days of the date that this registration statement was first filed with the SEC) and (ii) the exercise price of $11.50 per share of common stock issuable upon exercise of such public warrants. This calculation is in accordance with Rule 457(f)(1) and 457(i) of the Securities Act.

(7)      Represents shares of New Xos common stock to be issued upon the exercise of (i) 12,500,000 redeemable warrants to purchase Class A ordinary shares of NextGen that were registered pursuant to the IPO Registration Statement and offered by NextGen in its initial public offering and (ii) 6,333,334 warrants to purchase Class A ordinary shares that were issued in a private placement concurrently with NextGen’s initial public offering. Such warrants will automatically be converted by operation of law into warrants to purchase shares of New Xos common stock following the Domestication.

(8)      No additional registration fee is payable pursuant to Rule 457(i).

(9)      The number of shares of common stock of New Xos being registered represents the sum of (a) 127,630,833 shares of New Xos common stock issuable upon consummation of the Business Combination described herein (which number represents the maximum number of shares issuable pursuant to options to purchase shares of New Xos common stock) and (b) up to 19,650,583 shares of New Xos common stock that may be issued after the consummation of the Business Combination pursuant to the earn-out provisions of the Merger Agreement described herein.

(10)    The filing fee has previously been paid.

*        Prior to the consummation of the Merger described herein, the Registrant intends to effect the Domestication. All securities being registered will be issued by NextGen Acquisition Corporation (after the Domestication), the continuing entity following the Domestication, which will be renamed “Xos, Inc.”

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

 

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described in this preliminary proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 24, 2021

PROXY STATEMENT FOR
EXTRAORDINARY GENERAL MEETING OF
NEXTGEN ACQUISITION CORPORATION
(A CAYMAN ISLANDS EXEMPTED COMPANY)

____________________________________

PROSPECTUS FOR
194,156,416 SHARES OF COMMON STOCK AND
18,333,334 REDEEMABLE WARRANTS
OF NEXTGEN ACQUISITION CORPORATION

(AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE), THE CONTINUING ENTITY FOLLOWING THE DOMESTICATION, WHICH WILL BE RENAMED “XOS, INC.” IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

____________________________________

The board of directors of NextGen Acquisition Corporation, a Cayman Islands exempted company (“NextGen” and, after the Domestication as described below, “New Xos”), has unanimously approved (1) the domestication of NextGen as a Delaware corporation (the “Domestication”); (2) the merger of Sky Merger Sub I, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of NextGen, with and into Xos, Inc. (“Xos”), a Delaware corporation (the “Merger”), with Xos surviving the Merger as a wholly owned subsidiary of New Xos, pursuant to the terms of the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen, Merger Sub and Xos, attached to this proxy statement/prospectus as Annex A (the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; and (3) the other transactions contemplated by the Merger Agreement and documents related thereto. In connection with the Business Combination, NextGen will change its name to “Xos, Inc.”

As a result of and upon the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of NextGen (the “NextGen Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New Xos (the “New Xos common stock”); (2) each then issued and outstanding redeemable warrant of NextGen (the “NextGen warrants”) will convert automatically into a redeemable warrant to acquire one share of New Xos common stock (the “New Xos warrants”); and (3) each of the then issued and outstanding units of NextGen that have not been previously separated into the underlying NextGen Class A ordinary shares and underlying NextGen warrants upon the request of the holder thereof (the “NextGen units”), will be cancelled and will entitle the holder thereof to one share of New Xos common stock and one-third of one New Xos warrant. Accordingly, this proxy statement/prospectus covers (1) 46,875,000 shares of New Xos common stock to be issued in the Domestication and (2) 18,333,334 New Xos warrants to be issued in the Domestication.

At the Effective Time (after giving effect to the Xos Preferred Conversion and Xos Warrant Settlement, each as defined below and as more fully described elsewhere to this proxy statement/prospectus), among other things, all outstanding shares of Xos common stock as of immediately prior to the Effective Time, together with shares of Xos common stock reserved in respect of Xos Awards (as defined below and as described further in the immediately succeeding paragraph) outstanding as of immediately prior to the Effective Time or resulting from the Xos Preferred Conversion, and, that will be converted into awards based on New Xos common stock, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 127,626,116 shares of New Xos common stock (at a deemed value of $10.00 per share) or, as applicable, shares underlying awards based on New Xos common stock, representing a pre-transaction equity value of Xos of $1,276,261,160 (the “Aggregate Merger Consideration”). With respect to the Xos Awards, all (i) options to purchase shares of Xos common stock (“Xos Options”), (ii) restricted stock units based on shares of Xos common stock (“Xos RSUs”) and (iii) restricted shares of Xos common stock (“Xos Restricted Stock Awards”) outstanding as of immediately prior to the Merger (together, the “Xos Awards”) will be converted into (a) options to purchase shares of New Xos common stock (“New Xos Options”), (b) restricted stock units based on shares of New Xos common stock (“New Xos RSUs”) and (c) restricted shares of New Xos common stock (“New Xos Restricted Stock Awards”), respectively. See “BCA Proposal — Consideration — Treatment of Xos Options, Restricted Stock Awards and Restricted Stock Units.”

The NextGen units, NextGen Class A ordinary shares and NextGen warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “NGACU,” “NGAC” and “NGACW,” respectively. NextGen will apply for listing, to be effective at the closing of the Business Combination, of New Xos common stock and New Xos warrants on Nasdaq under the proposed symbols “XOS” and “XOSWW”, respectively. It is a condition of the consummation of the Business Combination described above that NextGen receives confirmation from Nasdaq that the securities have been conditionally approved for listing on Nasdaq, but there can be no assurance such listing conditions will be met or that NextGen will obtain such confirmation from Nasdaq. If such listing conditions are not met or if such confirmation is not obtained, the Business Combination described above will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.

This proxy statement/prospectus provides shareholders of NextGen with detailed information about the proposed business combination and other matters to be considered at the extraordinary general meeting of NextGen. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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NEXTGEN ACQUISITION CORPORATION

A Cayman Islands Exempted Company
(Company Number 364656)
2255 Glades Road, Suite 324A,
Boca Raton, FL 33431

Dear NextGen Acquisition Corporation Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of NextGen Acquisition Corporation, a Cayman Islands exempted company (“NextGen” and, after the Domestication, as described below, “New Xos”), at          , Eastern Time, on             , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, or virtually via live webcast at https://www.cstproxy.com/nextgenacq/sm2021, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

At the extraordinary general meeting, NextGen shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021 (as the same may be amended, the “Merger Agreement”), by and among NextGen, Sky Merger Sub I, Inc., a Delaware corporation (“Merger Sub”), and Xos, Inc., a Delaware corporation (“Xos”), a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of NextGen to Delaware as described below, the merger of Merger Sub with and into Xos (the “Merger”), with Xos surviving the Merger as a wholly owned subsidiary of New Xos, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus.

The board of directors of NextGen has unanimously approved a change of NextGen’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”). As described in this proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Business Combination, NextGen will change its name to “Xos, Inc.”

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding Class A ordinary shares, par value $0.0001 per share, of NextGen (the “NextGen Class A ordinary shares”), will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of New Xos (the “New Xos common stock”), (2) each of the then issued and outstanding Class B ordinary shares, par value $0.0001 per share, of NextGen (the “NextGen Class B ordinary shares”), will convert automatically, on a one-for-one basis, into a share of New Xos common stock, (3) each then issued and outstanding redeemable warrant of NextGen (the “NextGen warrants”) will convert automatically into a redeemable warrant to acquire one share of New Xos common stock (the “New Xos warrants”) pursuant to the Warrant Agreement, dated October 6, 2020, between NextGen and Continental Stock Transfer & Trust Company (“Continental”), as warrant agent (the “Warrant Agent”), and (4) each of the then issued and outstanding units of NextGen that have not been previously separated into the underlying NextGen Class A ordinary shares and underlying NextGen warrants upon the request of the holder thereof (the “NextGen units”), will be cancelled and will entitle the holder thereof to one share of New Xos common stock and one-third of one New Xos warrant. As used herein, “public shares” means the NextGen Class A ordinary shares (including those underlying the NextGen units) that were registered pursuant to the Registration Statement on Form S-1 (333-248921) and the shares of New Xos common stock issued as a matter of law upon the conversion thereof on the effective date of the Domestication. For further details, see “Domestication Proposal.”

You will also be asked to consider and vote upon (1) four separate proposals to approve material differences between NextGen’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed certificate of incorporation and bylaws of New Xos (collectively, the “Organizational Documents Proposals”), (2) a proposal to elect            directors who, upon consummation of the Business Combination, will be the directors of New Xos (the “Director Election Proposal”), (3) a proposal to approve for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of New Xos common stock to (a) the PIPE Investors, including the Sponsor Related

 

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PIPE Investor, pursuant to the PIPE Investment and (b) the Xos Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”), (4) a proposal to approve and adopt Xos, Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan Proposal”), (5) a proposal to approve and adopt Xos, Inc. 2021 Employee Stock Purchase Plan (the “ESPP Proposal”) and (6) a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”). The Business Combination will be consummated only if the BCA Proposal (as defined below), the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

At the Effective Time (after giving effect to Xos Preferred Conversion and Xos Warrant Settlement, each as defined below and as more fully described elsewhere in this proxy statement/prospectus) among other things all outstanding shares of Xos common stock as of immediately prior to the Effective Time or resulting from the Xos Preferred Conversion, together with shares of Xos common stock reserved in respect of Xos Awards (as defined below) outstanding as of immediately prior to the Effective Time that will be converted into awards based on New Xos common stock, will be cancelled in exchange for the right to receive an aggregate of 127,626,116 shares of New Xos common stock (at a deemed value of $10.00 per share), which, in the case of Xos Awards, will be shares underlying awards based on New Xos common stock representing a pre-transaction equity value of Xos of $1,276,261,160 (the “Aggregate Merger Consideration”). The portion of the Aggregate Merger Consideration reflecting the conversion of Xos Options is calculated assuming that all New Xos Options are net-settled (although New Xos Options may by their terms be cash exercised, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including, if applicable issuances (i) of any Earnout Shares, or (ii) to Xos management and employees pursuant to the 2021 Plan and (iii) resulting from the cash exercise (rather than net-settlement) of New Xos Options.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the date of the Closing of the Business Combination (the “Closing Date”), including (i) the Sponsor Support Agreement, (ii) the Xos Stockholder Support Agreement, (iii) the Registration Rights Agreement and (iv) the Subscription Agreements. For additional information, see “BCA Proposal — Related Agreements” in this proxy statement/prospectus.

Pursuant to the Cayman Constitutional Documents, a holder of public shares (a “public shareholder”), which excludes shares held by the Sponsor, may request that NextGen redeem all or a portion of such shareholder’s public shares for cash if the Business Combination is consummated. Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public shareholders may elect to redeem their public shares even if they vote “for” the BCA Proposal or any other Condition Precedent Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, NextGen’s transfer agent, New Xos will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New Xos common stock that will be redeemed immediately after consummation of the Business Combination. See “Extraordinary General Meeting of NextGen — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

 

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Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and two directors of NextGen (Mr. Mattson and Mr. Summe) have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 21, 2021, a copy of which is attached as Annex B to this proxy statement/prospectus (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares of NextGen.

The Merger Agreement provides that the obligations of Xos to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy NextGen’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Xos or NextGen) (such amount, the “Trust Amount”) plus the PIPE Investment Amount (as defined herein) actually received by NextGen at or prior to the Closing Date (as defined herein), is equal to or greater than $220.0 million (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of Xos. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will NextGen redeem public shares in an amount that would cause New Xos’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus (including the approval of the Merger Agreement and the transactions contemplated thereby, by the (i) affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Xos Capital Stock (as defined below and as more fully described elsewhere to this proxy statement/prospectus), voting as a single class and on an as-converted basis and (ii) the affirmative vote or written consent of the holders of at least a majority of the voting power of the outstanding Xos Preferred Stock (as defined below and as more fully described elsewhere to this proxy statement/prospectus), voting as a single class and on an as-converted basis). There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

NextGen is providing this proxy statement/prospectus and accompanying proxy card to NextGen’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by NextGen’s shareholders at the extraordinary general meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of NextGen’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors beginning on page 28 of this proxy statement/prospectus.

After careful consideration, the board of directors of NextGen has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to NextGen’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of NextGen, you should keep in mind that NextGen’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

 

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The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the Class A and Class B ordinary shares (voting together as a single class) represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO NEXTGEN’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of NextGen’s board of directors, we would like to thank you for your support and look forward to the successful completion of the Business Combination.

Sincerely,

 

George N. Mattson

Co-Chairman

     

Gregory L. Summe

Co-Chairman

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated               , 2021 and is first being mailed to shareholders on or about        , 2021.

 

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NEXTGEN ACQUISITION CORPORATION

A Cayman Islands Exempted Company
(Company Number 364656)
2255 Glades Road, Suite 324A,
Boca Raton, FL 33431

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON         , 2021

TO THE SHAREHOLDERS OF NEXTGEN ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of NextGen Acquisition Corporation, a Cayman Islands exempted company, company number 364656 (“NextGen”), will be held at           , Eastern Time, on        , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, or virtually via live webcast at https://www.cstproxy.com/nextgenacq/sm2021. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

•        Proposal No. 1 — The BCA Proposal — to consider and vote upon a proposal to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021 (the “Merger Agreement”), by and among NextGen, Merger Sub and Xos, a copy of which is attached to this proxy statement/prospectus statement as Annex A. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Xos (the “Merger”), with Xos surviving the Merger as a wholly owned subsidiary of New Xos, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus (the “BCA Proposal”);

•        Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution, the change of NextGen’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and, together with the Merger, the “Business Combination”) (the “Domestication Proposal”);

•        Organizational Documents Proposals — to consider and vote upon the following four separate proposals (collectively, the “Organizational Documents Proposals”) to approve by special resolution, the following material differences between NextGen’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) and the proposed new certificate of incorporation (“Proposed Certificate of Incorporation”) and the proposed new bylaws (“Proposed Bylaws”) of NextGen (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Xos, Inc.” in connection with the Business Combination (NextGen after the Domestication, including after such change of name, is referred to herein as “New Xos”);

 

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(A)    Proposal No. 3 — Organizational Documents Proposal A — to authorize the change in the authorized share capital of NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “NextGen Class A ordinary shares”), 50,000,000 Class B ordinary shares, par value $0.0001 per share (the “NextGen Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”), and 5,000,000 preferred shares, par value $0.0001 per share (the “NextGen preferred shares”), to           shares of common stock, par value $0.0001 per share, of New Xos (the “New Xos common stock”) and           shares of preferred stock, par value $0.0001 per share, of New Xos (the “New Xos preferred stock”) (“Organizational Documents Proposal A”);

(B)    Proposal No. 4 — Organizational Documents Proposal B — to authorize the board of directors of New Xos (the “New Xos Board”) to issue any or all shares of New Xos preferred stock in one or more series, with such terms and conditions as may be expressly determined by the New Xos Board and as may be permitted by the DGCL (“Organizational Documents Proposal B”);

(C)    Proposal No. 5 — Organizational Documents Proposal C — to provide that the New Xos Board be divided into three classes, with each class made up of, as nearly as may be possible, of one-third of the total number of directors constituting the entire New Xos Board, with only one class of directors being elected in each year and each class serving a three-year term (“Organizational Documents Proposal C”); and

(D)    Proposal No. 6 — Organizational Documents Proposal D — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex I and Annex J, respectively), including (1) changing the corporate name from “NextGen Acquisition Corporation” to “Xos, Inc.”, (2) making New Xos’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), (4) being subject to the provisions of Section 203 of the DGCL and (5) removing certain provisions related to NextGen’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which NextGen’s board of directors believes is necessary to adequately address the needs of New Xos after the Business Combination (“Organizational Documents Proposal D”);

•        Proposal No. 7 — The Director Election Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the BCA Proposal, the Domestication Proposal and the Organizational Documents Proposals are approved, to elect                 directors who, upon consummation of the Business Combination, will be the directors of New Xos (the “Director Election Proposal”);

•        Proposal No. 8 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution for purposes of complying with the applicable provisions of The Nasdaq Stock Market Listing Rule 5635, the issuance of New Xos common stock to (a) the PIPE Investors, including the Sponsor Related PIPE Investor, pursuant to the PIPE Investment and (b) the Xos Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”);

•        Proposal No. 9 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Xos, Inc. 2021 Equity Incentive Plan (the “Equity Incentive Plan Proposal”);

•        Proposal No. 10 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution, the Xos, Inc. 2021 Employee Stock Purchase Plan (the “ESPP Proposal”); and

•        Proposal No. 11 — The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Adjournment Proposal”).

 

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Each of Proposals No. 1 through 10 is cross-conditioned on the approval of each other. The Adjournment Proposal is also not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of ordinary shares at the close of business on              , 2021 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to NextGen’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of NextGen’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described in the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

After careful consideration, the board of directors of NextGen has unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other proposals presented to NextGen’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the board of directors of NextGen, you should keep in mind that NextGen’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of NextGen that New Xos redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

(i)     (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), NextGen’s transfer agent, that New Xos redeem all or a portion of your public shares for cash; and

(iii)   deliver your public shares to Continental, NextGen’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on             , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental, NextGen’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem public shares regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, NextGen’s transfer agent, New Xos will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of our initial public offering (the “trust account”), calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder

 

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exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New Xos common stock that will be redeemed promptly after consummation of the Business Combination. See “Extraordinary General Meeting of NextGen — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

NextGen Sponsor LLC, a Cayman Islands limited liability company and shareholder of NextGen (the “Sponsor”), and two directors of NextGen (Mr. Mattson and Mr. Summe) have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares held by them, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement, dated as of February 21, 2021, a copy of which is attached to this proxy statement/prospectus statement as Annex B (the “Sponsor Support Agreement”). The ordinary shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

The Merger Agreement provides that the obligations of Xos to consummate the Merger are conditioned on, among other things, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy NextGen’s obligations to its shareholders (if any) that exercise their rights to redeem their public shares pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Xos or NextGen) (such amount, the “Trust Amount”) plus the PIPE Investment Amount (as defined herein) actually received by NextGen at or prior to the Closing Date (as defined herein), is equal to or greater than $220.0 million (the “Minimum Available Cash Amount”) (such condition, the “Minimum Cash Condition”). This condition is for the sole benefit of Xos. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will NextGen redeem public shares in an amount that would cause New Xos’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

The Merger Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Merger Agreement would waive any such provision of the Merger Agreement.

The approval of each of the Domestication Proposal and Organizational Documents Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. The BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal, and the Adjournment Proposal require the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

Your vote is very important.    Whether or not you plan to attend in person or virtually the extraordinary general meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

 

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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person or virtually, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC (“Morrow Sodali”), our proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing NGAC.info@investor.morrowsodali.com.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of NextGen Acquisition Corporation,

              , 2021

       

 

     

 

George N. Mattson

Co-Chairman

     

Gregory L. Summe

Co-Chairman

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO NEXTGEN’S TRANSFER AGENT BY NO LATER THAN        , 2021 (AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING). YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

 

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Page

REFERENCES TO ADDITIONAL INFORMATION

 

iii

TRADEMARKS

 

iv

SELECTED DEFINITIONS

 

v

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

ix

QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF NEXTGEN

 

xi

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

1

SELECTED HISTORICAL FINANCIAL INFORMATION OF NEXTGEN

 

19

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA OF XOS

 

21

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

23

COMPARATIVE PER SHARE DATA

 

25

MARKET PRICE AND DIVIDEND INFORMATION

 

27

RISK FACTORS

 

28

EXTRAORDINARY GENERAL MEETING OF NEXTGEN

 

75

BCA PROPOSAL

 

82

DOMESTICATION PROPOSAL

 

131

ORGANIZATIONAL DOCUMENTS PROPOSALS

 

134

DIRECTOR ELECTION PROPOSAL

 

144

STOCK ISSUANCE PROPOSAL

 

146

EQUITY INCENTIVE PLAN PROPOSAL

 

148

ESPP PROPOSAL

 

155

ADJOURNMENT PROPOSAL

 

159

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

160

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

170

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL Statements

 

175

INFORMATION ABOUT NEXTGEN

 

179

NEXTGEN’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

187

INFORMATION ABOUT XOS

 

194

MANAGEMENT OF NEW XOS FOLLOWING THE BUSINESS COMBINATION

 

212

XOS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

218

EXECUTIVE COMPENSATION

 

232

BENEFICIAL OWNERSHIP OF SECURITIES

 

236

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

239

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

 

243

DESCRIPTION OF NEW XOS’ SECURITIES

 

246

SECURITIES ACT RESTRICTIONS ON RESALE OF NEW XOS SECURITIES

 

255

STOCKHOLDER PROPOSALS AND NOMINATIONS

 

256

SHAREHOLDER COMMUNICATIONS

 

257

LEGAL MATTERS

 

257

EXPERTS

 

257

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

 

257

ENFORCEABILITY OF CIVIL LIABILITY

 

257

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

 

258

INDEX TO FINANCIAL STATEMENTS

 

F-1

INFORMATION NOT REQUIRED IN PROSPECTUS

 

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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning NextGen, without charge, by written request to NextGen’s Secretary at NextGen Acquisition Corporation, 2255 Glades Road, Suite 324A, Boca Raton, FL 33431, or by telephone request at (561) 208-8860; or Morrow Sodali LLC, NextGen’s proxy solicitor, by calling (800) 662-5200 or banks and brokers can call collect at (203) 658-9400, or by emailing NGAC.info@investor.morrowsodali.com, or from the SEC through the SEC website at the address provided above.

In order for NextGen’s shareholders to receive timely delivery of the documents in advance of the extraordinary general meeting of NextGen to be held on             , 2021, you must request the information no later than             , 2021, five business days prior to the date of the extraordinary general meeting.

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TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ® or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. NextGen does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of it by, any other companies.

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

•        “2021 Plan” are to the Xos, Inc. 2021 Equity Incentive Plan attached to this proxy statement/prospectus as Annex F;

•        “Available Cash” are to the amount as calculated by adding the Trust Amount and the PIPE Investment Amount;

•        “Business Combination” are to the Domestication together with the Merger;

•        “Cayman Constitutional Documents” are to NextGen’s Amended and Restated Memorandum and Articles of Association, as amended from time to time;

•        “Cayman Islands Companies Act” are to the Cayman Islands Companies Act (As Revised);

•        “Closing” are to the closing of the Business Combination;

•        “Closing Date” are to the date on which the Closing actually occurs;

•        “Company,” “we,” “us” and “our” are to NextGen prior to its domestication as a corporation incorporated in the State of Delaware and to New Xos after its domestication as a corporation incorporated in the State of Delaware, including after its change of name to “Xos, Inc.”;

•        “Condition Precedent Approvals” are to approval at the extraordinary general meeting of the Condition Precedent Proposals;

•        “Confidentiality Agreement” are to the Confidentiality Agreement, dated November 17, 2020, by and between NextGen and Xos;

•        “Condition Precedent Proposals” are to the BCA Proposal, the Domestication Proposal, the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the ESPP Proposal, collectively;

•        “Continental” are to Continental Stock Transfer & Trust Company;

•        “DGCL” are to the General Corporation Law of the State of Delaware;

•        “Domestication” are to the domestication of NextGen Acquisition Corporation as a corporation incorporated in the State of Delaware;

•        “Earnout Period” are to the time period between February 21, 2021 and the five-year anniversary of the Closing;

•        “Earnout Shares” are to 19,650,583 shares of New Xos common stock issuable to Eligible Xos Equityholders during the Earnout Period upon the achievement of the Earnout Triggering Events;

•        “Earnout Triggering Event I” are to the date on which the volume-weighted average closing sale price of one share of New Xos common stock quoted on Nasdaq (or such other exchange on which the shares of New Xos common stock are then listed) is greater than or equal to $14.00 for any 10 trading days within any 20 consecutive trading day period within the Earnout Period;

•        “Earnout Triggering Event II” are to the date on which the volume-weighted average closing sale price of one share of New Xos common stock quoted on Nasdaq (or such other exchange on which the shares of New Xos common stock are then listed) is greater than or equal to $20.00 for any 10 trading days within any 20 consecutive trading day period within the Earnout Period;

•        “Earnout Triggering Event III” are to the date on which the volume-weighted average closing sale price of one share of New Xos common stock quoted on Nasdaq (or such other exchange on which the shares of New Xos common stock are then listed) is greater than or equal to $25.00 for any 10 trading days within any 20 consecutive trading day period within the Earnout Period;

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•        “Earnout Triggering Events” are to Earnout Triggering Event I, Earnout Triggering Event II and Earnout Triggering Event III;

•        “Effective Time” are to the date and time the Merger becomes effective;

•        “Eligible Xos Equityholder” are to a holder of (i) Xos common stock or Xos Restricted Stock Awards, in each case immediately prior to the Effective Time or resulting from the Xos Preferred Conversion, (ii) Xos Options as of immediately prior to the Effective Time or (iii) Xos RSUs as of immediately prior to the Effective Time;

•        “ESPP” are to the Xos, Inc. 2021 Employee Stock Purchase Plan attached to this proxy statement/prospectus as Annex G;

•        “Exchange Act” are to the Securities Exchange Act of 1934, as amended;

•        “Exchange Ratio” are to the quotient obtained by dividing (i) the number of shares of New Xos common stock to be issued in connection with the Business Combination described herein by (ii) the aggregate fully diluted number of shares of Xos common stock outstanding immediately prior to the Merger or resulting from the Xos Preferred Conversion;

•        “founder shares” are to the NextGen Class B ordinary shares purchased by the Sponsor in a private placement prior to the initial public offering, and the NextGen Class A ordinary shares that will be issued upon the conversion thereof;

•        “GAAP” are to accounting principles generally accepted in the United States of America;

•        “HSR Act” are to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

•        “initial public offering” are to NextGen’s initial public offering that was consummated on October 9, 2020;

•        “IPO registration statement” are to the Registration Statement on Form S-1 (333-248921) filed by NextGen in connection with its initial public offering, which became effective on October 6, 2020;

•        “IRS” are to the U.S. Internal Revenue Service;

•        “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

•        “Merger” are to the merger of Merger Sub with and into Xos, with Xos surviving the merger as a wholly owned subsidiary of New Xos;

•        “Merger Sub” are to Sky Merger Sub I, Inc., a Delaware corporation;

•        “Minimum Cash Condition” are to the Trust Amount and the PIPE Investment Amount, in the aggregate, being equal to or greater than $220.0 million;

•        “Nasdaq” are to the Nasdaq Capital Market;

•        “New Xos” are to NextGen after the Domestication and its name change from NextGen Acquisition Corporation to Xos, Inc.;

•        “New Xos common stock” are to shares of New Xos common stock, par value $0.0001 per share;

•        “New Xos Options” are to options to purchase shares of New Xos common stock;

•        “New Xos Restricted Stock Awards” are to restricted shares of New Xos common stock;

•        “New Xos RSUs” are to restricted stock units based on shares of New Xos common stock;

•        “NextGen” and the “Registrant” are to NextGen Acquisition Corporation, a Cayman Islands exempted company, prior to its domestication as a corporation in the State of Delaware;

•        “NextGen Class A ordinary shares” are to NextGen’s Class A ordinary shares, par value $0.0001 per share;

•        “NextGen Class B ordinary shares” are to NextGen’s Class B ordinary shares, par value $0.0001 per share;

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•        “NextGen units” and “units” are to the units of NextGen, each unit representing one NextGen Class A ordinary share and one-third of one redeemable warrant to acquire one NextGen Class A ordinary share, that were offered and sold by NextGen in its initial public offering and registered pursuant to the IPO registration statement (less the number of units that have been separated into the underlying public shares and underlying warrants upon the request of the holder thereof);

•        “ordinary shares” are to the NextGen Class A ordinary shares and the NextGen Class B ordinary shares, collectively;

•        “Person” are to any individual, firm, corporation, partnership, exempted limited partnership, limited liability company, exempted company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind;

•        “PIPE Investment” are to the purchase of shares of New Xos common stock pursuant to the Subscription Agreements;

•        “PIPE Investment Amount” are to the aggregate gross purchase price received by NextGen substantially concurrently with or immediately following Closing for the shares in the PIPE Investment;

•        “PIPE Investors” are to those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements;

•        “private placement warrants” are to the NextGen private placement warrants outstanding as of the date of this proxy statement/prospectus and the warrants of New Xos issued as a matter of law upon the conversion thereof at the time of the Domestication;

•        “pro forma” are to giving pro forma effect to the Business Combination;

•        “Proposed Bylaws” are to the proposed bylaws of New Xos upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex J;

•        “Proposed Certificate of Incorporation” are to the proposed certificate of incorporation of New Xos upon the effective date of the Domestication attached to this proxy statement/prospectus as Annex I;

•        “Proposed Organizational Documents” are to the Proposed Certificate of Incorporation and the Proposed Bylaws;

•        “public shareholders” are to holders of public shares, whether acquired in NextGen’s initial public offering or acquired in the secondary market;

•        “public shares” are to the NextGen Class A ordinary shares (including those underlying the units) that were offered and sold by NextGen in its initial public offering and registered pursuant to the IPO registration statement or the shares of New Xos common stock issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

•        “public warrants” are to the redeemable warrants (including those underlying the units) that were offered and sold by NextGen in its initial public offering and registered pursuant to the IPO registration statement or the redeemable warrants of New Xos issued as a matter of law upon the conversion thereof at the time of the Domestication, as context requires;

•        “redemption” are to each redemption of public shares for cash pursuant to the Cayman Constitutional Documents and the Proposed Organizational Documents;

•        “Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among New Xos, the Sponsor and the Requisite Xos Stockholders;

•        “Requisite Xos Stockholders” are to Dakota Semler, Emerald Green Trust, Emerald Green Trust, UTD 1/3/2017, Giordano Sordoni, Aljomaih Automotive Co, Build XOS Holdings, LLC, Proeza Capital, S.A.P.I. De C.V., and Legend XOS;

•        “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002, as amended;

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•        “SEC” are to the United States Securities and Exchange Commission;

•        “Securities Act” are to the Securities Act of 1933, as amended;

•        “Sponsor” are to NextGen Sponsor LLC, a Cayman Islands limited liability company;

•        “Sponsor Related PIPE Investor” are to the PIPE Investor that is an affiliate of the Sponsor (together with their permitted transferees);

•        “Sponsor Support Agreement” are to that certain Support Agreement, dated February 21, 2021, by and among the Sponsor, NextGen, two directors of NextGen (Mr. Mattson and Mr. Summe) and Xos, as amended and modified from time to time;

•        “Subscription Agreements” are to the subscription agreements pursuant to which the PIPE Investment will be consummated;

•        “Third-Party PIPE Investor” are to any PIPE Investor who is not a Sponsor Related PIPE Investor;

•        “trust account” are to the trust account established at the consummation of NextGen’s initial public offering at JP Morgan Chase Bank, N.A. and maintained by Continental, acting as trustee;

•        “Trust Agreement” are to the Investment Management Trust Agreement, dated October 6, 2020, by and between NextGen and Continental Stock Transfer & Trust Company, as trustee;

•        “Trust Amount” are to the amount of cash available in the trust account as of the Closing, after deducting the amount required to satisfy NextGen’s obligations to its shareholders (if any) that exercise their redemption rights (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Xos or NextGen);

•        “warrants” are to the public warrants and the private placement warrants;

•        “Xos” are to Xos, Inc., a Delaware corporation, prior to the Business Combination;

•        “Xos Awards” are to Xos Options, Xos RSUs and Xos Restricted Stock Awards;

•        “Xos common stock” are to shares of Xos common stock prior to the Business Combination, par value $0.0001 per share;

•        “Xos Options” are to options to purchase shares of Xos common stock prior to the Business Combination;

•        “Xos Registration Rights Holders” are to Dakota Semler, Emerald Green Trust, Emerald Green Trust, UTD 1/3/2017, Giordano Sordoni, Aljomaih Automotive Co. and NextGen Sponsor LLC;

•        “Xos Restricted Stock Awards” are to restricted shares of Xos common stock;

•        “Xos RSUs” are to restricted stock units based on shares of Xos common stock prior to the Business Combination;

•        “Xos Stockholder Support Agreement” are to that certain Support Agreement, dated February 21, 2021, by and among NextGen, the Requisite Xos Stockholders and Xos, as amended and modified from time to time; and

•        “Xos Stockholders” are to the stockholders of Xos and holders of Xos Awards prior to the Business Combination.

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, all references in this proxy statement/prospectus to NextGen Class A ordinary shares or warrants include such securities underlying the units.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations, including as they relate to the potential Business Combination, NextGen, Xos and New Xos. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When NextGen discusses its strategies or plans, including as they relate to the potential Business Combination, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, NextGen’s management.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

•        NextGen’s ability to complete the Business Combination or, if NextGen does not consummate such Business Combination, any other initial business combination;

•        satisfaction or waiver (if applicable) of the conditions to the Merger, including, among other things:

•        the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of NextGen and Xos, (ii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part of, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on Nasdaq of the shares of New Xos common stock to be issued in connection with the Merger, (v) that NextGen have at least $5,000,001 of net tangible assets upon Closing, (vi) the absence of any injunctions or laws prohibiting the Merger, (vii) the absence of a material adverse effect on Xos and (viii) customary bringdown of the representations, warranties and covenants of the parties therein;

•        that the sum of the amount of cash available in the trust account, after deducting the amount required to satisfy NextGen’s obligations to its shareholders (if any) that exercise their rights to redeem their NextGen Class A ordinary shares pursuant to the Cayman Constitutional Documents, plus the PIPE Investment Amount actually received by NextGen at or prior to the Closing Date, is at least equal to the Minimum Available Cash Amount;

•        the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the projected financial information, anticipated growth rate, and market opportunity of New Xos;

•        the ability to obtain or maintain the listing of New Xos common stock and New Xos warrants on Nasdaq following the Business Combination;

•        our public securities’ potential liquidity and trading;

•        our ability to raise financing in the future;

•        our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination;

•        NextGen officers and directors allocating their time to other businesses and potentially having conflicts of interest with NextGen’s or New Xos’ business or in approving the Business Combination;

•        Xos officers and directors allocating their time to other businesses and potentially having conflicts of interest with New Xos’ business or in approving the Business Combination;

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•        the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

•        the impact of the regulatory environment and complexities with compliance related to such environment;

•        factors relating to the business, operations and financial performance of New Xos and its subsidiaries, including:

•        the impact of the COVID-19 pandemic;

•        the ability of New Xos to maintain an effective system of internal controls over financial reporting;

•        the ability of New Xos to grow market share in its existing markets or any new markets it may enter;

•        the ability of New Xos to respond to general economic conditions;

•        the ability of New Xos to manage its growth effectively;

•        the ability of New Xos to achieve and maintain profitability in the future;

•        the ability of New Xos to access sources of capital, including debt financing and other sources of capital to finance operations and growth;

•        the ability of Xos to maintain and enhance its products and brand, and to attract customers;

•        the ability of Xos to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; the success of strategic relationships with third parties; and

•        other factors detailed in the section entitled “Risk Factors.”

The forward-looking statements contained in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us, Xos or New Xos. There can be no assurance that future developments affecting us, Xos or New Xos will be those that NextGen or Xos have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of NextGen, Xos or New Xos) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors” beginning on page 28 of this proxy statement/prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. NextGen and Xos undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Before any NextGen shareholder grants its proxy or instructs how its vote should be cast or votes on the proposals to be put to the extraordinary general meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect us.

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF NEXTGEN

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to NextGen’s shareholders. NextGen urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held at             , Eastern Time, on            , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, or virtually via live webcast. To participate in the special meeting, visit https://www.cstproxy.com/nextgenacq/sm2021 and enter the 12 digit control number included on your proxy card. You may register for the meeting as early as             , Eastern Time, on             , 2021. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.

Q      Why am I receiving this proxy statement/prospectus?

A      NextGen shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the Business Combination. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Xos, with Xos surviving the merger as a wholly owned subsidiary of New Xos, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section entitled “BCA Proposal” for more detail.

A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and you are encouraged to read it in its entirety.

NextGen will change its jurisdiction of incorporation by effecting a deregistration under Section 206 of the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which NextGen’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. As a result of and upon the effective time of the Domestication, (1) each then issued and outstanding NextGen Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of New Xos common stock; (2) each of the then issued and outstanding NextGen Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New Xos common stock; (3) each then issued and outstanding NextGen warrant will convert automatically into a New Xos warrant, pursuant to the Warrant Agreement, dated as of October 6, 2020, between NextGen and Continental Stock Transfer & Trust Company (the “Warrant Agreement”); and (4) each of the then issued and outstanding units of NextGen that have not been previously separated into the underlying NextGen Class A ordinary shares and underlying NextGen warrants upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Xos common stock and one-third of one New Xos warrant. See “Domestication Proposal” for additional information.

The provisions of the Proposed Organizational Documents will differ materially from the Cayman Constitutional Documents. Please see “What amendments will be made to the current constitutional documents of NextGen?” below.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF NEXTGEN AND XOS, CAREFULLY AND IN ITS ENTIRETY.

Q:     What proposals are shareholders of NextGen being asked to vote upon?

A:     At the extraordinary general meeting, NextGen is asking holders of ordinary shares to consider and vote upon:

•        a proposal to approve by ordinary resolution and adopt the Merger Agreement;

•        a proposal to approve by special resolution the Domestication;

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•        the following four separate proposals to approve by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

•        to authorize the change in the authorized share capital of NextGen from (i) 500,000,000 NextGen Class A ordinary shares, 50,000,000 NextGen Class B ordinary shares and 5,000,000 preferred shares, par value $0.0001 per share, to (ii)           shares of New Xos common stock and         shares of New Xos preferred stock, respectively;

•        to authorize the board of directors of New Xos (the “New Xos Board”) to issue any or all shares of New Xos preferred stock in one or more series, with such terms and conditions as may be expressly determined by the New Xos Board and as may be permitted by the DGCL;

•        to divide the New Xos Board into three classes, with each class made up of, as nearly as may be possible, of one-third of the total number of directors constituting the entire New Xos Board, with only one class of directors being elected in each year and each class serving a three-year term; and

•        to authorize all other changes in connection with the replacement of the Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws as part of the Domestication, including, (1) changing the corporate name from “NextGen Acquisition Corporation” to “Xos, Inc.”, (2) making New Xos’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware), (4) being subject to the provisions of Section 203 of the DGCL and (5) removing certain provisions related to NextGen’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which NextGen’s board of directors believes is necessary to adequately address the needs of New Xos after the Business Combination;

•        a proposal to approve by ordinary resolution the election of                 directors to serve staggered terms, who, upon consummation of the Business Combination, will be the directors of New Xos;

•        a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of Nasdaq, the issuance of (a) shares of New Xos common stock to the PIPE Investors, including the Sponsor Related PIPE Investor, pursuant to the PIPE Investment and (b) shares of New Xos common stock to the Xos Stockholders pursuant to the Merger Agreement;

•        a proposal to approve by ordinary resolution the 2021 Plan;

•        a proposal to approve by ordinary resolution the ESPP; and

•        a proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting.

If NextGen’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Merger Agreement are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. See “BCA Proposal,” “Domestication Proposal,” “Organizational Documents Proposals,” “Director Election Proposal,” “Stock Issuance Proposal,” “Equity Incentive Plan Proposal,” “ESPP Proposal” and “Adjournment Proposal.”

NextGen will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of NextGen should read it carefully.

After careful consideration, NextGen’s board of directors has determined that the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal are in the best interests of NextGen and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

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The existence of financial and personal interests of one or more of NextGen’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, NextGen’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     Are the proposals conditioned on one another?

A:     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Q:     Why is NextGen proposing the Business Combination?

A:     NextGen was organized to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Xos is a leading manufacturer of zero-emission commercial vehicles. Xos designs, develops, engineers and manufactures battery-electric Class 5 through Class 8 trucks and mobility technologies. Each Xos vehicle is purpose-built for the commercial transportation application, featuring proprietary technologies developed in-house including next-generation battery packs, an advanced modular chassis and cutting-edge vehicle controls software. Xos’ all-electric vehicles have been in use by commercial fleets since 2018 and are currently operated by multiple Fortune 500 companies.

Based on its due diligence investigations of Xos and the industry in which it operates, including the financial and other information provided by Xos in the course of NextGen’s due diligence investigations, NextGen’s board of directors believes that the Business Combination is in the best interests of NextGen and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “BCA Proposal — NextGen’s Board of Directors’ Reasons for the Business Combination” for additional information.

Although NextGen’s board of directors believes that the Business Combination presents a unique business combination opportunity and is in the best interests of NextGen and its shareholders, the board of directors did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “BCA Proposal — NextGen’s Board of Directors’ Reasons for the Business Combination,” as well as in the section entitled “Risk Factors — Risks Related to Xos’ Business and Industry.”

Q:     What will Xos Stockholders receive in return for NextGen’s acquisition of all of the issued and outstanding equity interests of Xos?

A:     At the Effective Time (after giving effect to Xos Preferred Conversion and Xos Warrant Settlement, each as defined below and as more fully described elsewhere in this proxy statement prospectus), among other things, all outstanding shares of Xos common stock as of immediately prior to the Effective Time or resulting from the Xos Preferred Conversion, together with shares of Xos common stock reserved in respect of Xos Awards outstanding as of immediately prior to the Effective Time that will be converted into awards based on New Xos common stock, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 127,626,116 shares of New Xos common stock (at a deemed value of $10.00 per share) or, as applicable, shares underlying awards based on New Xos common stock, representing a pre-transaction equity value of Xos of $1,276,261,160 (the “Aggregate Merger Consideration”). The portion of the Aggregate Merger Consideration reflecting the conversion of Xos Options is calculated assuming that all New Xos Options are net-settled (although New Xos Options may by their terms be cash exercised, resulting in additional dilution). The Aggregate Merger Consideration does not take into account certain additional issuances which may be made under the terms of the Merger Agreement, including, if applicable, issuances (i) of any Earnout Shares, (ii) to Xos management and employees pursuant to the 2021 Plan and (iii) resulting from the cash exercise (rather than net-settlement)

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of New Xos Options. The Eligible Xos Equityholders will also be eligible to receive the Earnout Shares in three equal tranches upon the occurrence of the Earnout Triggering Events. For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration.”

Q:     What equity stake will current NextGen shareholders and Xos Stockholders hold in New Xos immediately after the consummation of the Business Combination?

A:     As of the date of this proxy statement/prospectus, there are 46,875,000 ordinary shares issued and outstanding, which includes the 9,375,000 founder shares held by the Sponsor and the 37,500,000 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 18,833,334 warrants, which includes the 6,333,334 private placement warrants held by the Sponsor and the 12,500,000 public warrants. Each whole warrant entitles the holder thereof to purchase one NextGen Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Xos common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the NextGen fully diluted share capital would be 65,708,334.

It is anticipated that, following the Business Combination, (1) NextGen’s public shareholders are expected to own approximately 19.1% of the outstanding New Xos common stock, (2) Xos Stockholders (without taking into account any public shares held by Xos Stockholders prior to the consummation of the Business Combination) are expected to own approximately 64.9% of the outstanding New Xos common stock, (3) the Sponsor and related parties (including the Sponsor Related PIPE Investor) are expected to collectively own approximately 4.8% of the outstanding New Xos common stock and (4) the Third-Party PIPE Investors are expected to own approximately 11.2% of the outstanding New Xos common stock.

These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii) no exercise of the warrants or issuance of any Earnout Shares, (iii) (a) the vesting of all shares of New Xos common stock received in respect of the New Xos Restricted Stock Awards, (b) the vesting and exercise of all New Xos Options for shares of New Xos common stock, (c) the vesting of all New Xos RSUs and the issuance of shares of New Xos common stock in respect thereof and (d) that New Xos issues shares of New Xos common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, which in the aggregate equals 127,626,116 shares of New Xos common stock (which assumes that all New Xos Options are net-settled) and (iv) that New Xos issues 20,000,000 shares of New Xos common stock to the PIPE Investors, including the Sponsor Related PIPE Investor, pursuant to the PIPE Investment (which excludes the 2,000,000 shares of New Xos common stock to be sold by the Founders pursuant to the Founders Secondary Offering). If the actual facts are different from these assumptions, the percentage ownership retained by the Company’s existing shareholders in the combined company will be different.

The following table illustrates varying ownership levels in New Xos immediately following the consummation of the Business Combination based on the assumptions above.

 

Share Ownership in New Xos

   

No Additional Redemptions

 

Additional Redemptions(1)

   

Number of Shares

 

Percentage of Outstanding Shares

 

Number of Shares

 

Percentage of Outstanding Shares

Xos Stockholders(2)

 

127,626,116

 

64.9

%

 

127,626,116

 

79.3

%

NextGen’s public shareholders

 

37,500,000

 

19.1

%

 

2,000,000

 

1.2

%

Sponsor & related parties(3)

 

9,425,000

 

4.8

%

 

9,425,000

 

5.9

%

Third-Party PIPE Investors

 

21,950,000

 

11.2

%

 

21,950,000

 

13.6

%

Total

 

196,501,116

 

100.0

%

 

161,001,116

 

100.0

%

____________

(1)      Assumes redemptions of 35,500,000 Class A public shares of NextGen in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of March 31, 2021. Excludes 12,500,000 shares underlying private placement warrants, which are not exercisable until the later of 30 days after the Merger or 12 months from the closing of NextGen’s IPO (or October 9, 2021).

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(2)      Includes 124,611,519 shares expected to be issued to existing Xos common and preferred stockholders, 634,682 shares expected to be issued to Xos warrant holders and 2,379,915 shares of Xos common stock underlying New Xos Options (which assumes all New Xos Options are net-settled).

(3)      Includes 50,000 shares subscribed for by the Sponsor Related PIPE Investor. Excludes 6,333,334 shares underlying private placement warrants, which are not exercisable until the later of 30 days after the Merger or 12 months from the closing of NextGen’s IPO (or October 9, 2021).

For further details, see “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration.”

Q:     What is the maximum number of shares that may be redeemed in order for NextGen to satisfy the Minimum Cash Condition?

The maximum number of NextGen Class A ordinary shares that may be redeemed in order for NextGen to satisfy the Minimum Cash Condition is 35,500,000 NextGen Class A ordinary shares. The Minimum Cash Condition is waivable by Xos, and if so waived, the maximum amount of redemptions could exceed the 35,500,000 NextGen Class A ordinary shares redemption scenario as presented in this proxy statement/prospectus.

Q:     How has the announcement of the Business Combination affected the trading price of the NextGen Class A ordinary shares?

A:     On February 19, 2021, the trading date before the public announcement of the Business Combination, NextGen’s public units, Class A ordinary shares and warrants closed at $14.44, $13.18 and $4.23, respectively. On June 21, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, the Company’s public units, Class A ordinary shares and warrants closed at $10.64, $9.93 and $2.00, respectively.

Q:     Will the Company obtain new financing in connection with the Business Combination?

A:     Yes. The PIPE Investors have agreed to purchase in the aggregate approximately 22,000,000 shares of New Xos common stock, for approximately $220,000,000 of gross proceeds, in the PIPE Investment, $500,000 of which is expected to be funded by the Sponsor Related PIPE Investor. $20,000,000 of such proceeds will be allocated to Dakota Semler and Giordano Sordoni in the Founder Secondary Offering. The PIPE Investment is contingent upon, among other things, the closing of the Business Combination. See “BCA Proposal — Related Agreements — Subscription Agreements.”

Q:     Why is NextGen proposing the Domestication?

A:     Our board of directors believes that there are significant advantages to us that will arise as a result of a change of NextGen’s domicile to Delaware. Further, NextGen’s board of directors believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. NextGen’s board of directors believes that there are several reasons why a reincorporation in Delaware is in the best interests of the Company and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, NextGen will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which NextGen will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

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Q:     What amendments will be made to the current constitutional documents of NextGen?

A:     The Merger Agreement contemplates, among other things, the Domestication. Accordingly, in addition to voting on the Business Combination, NextGen’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace NextGen’s Cayman Constitutional Documents, in each case, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents in the following respects:

 

Cayman Constitutional Documents

 

Proposed Organizational Documents

Authorized Shares (Organizational Documents Proposal A)

 

The Cayman Constitutional Documents authorize 555,000,000 shares, consisting of 500,000,000 NextGen Class A ordinary shares, 50,000,000 NextGen Class B ordinary shares and 5,000,000 preferred shares.

 

The Proposed Organizational Documents authorize           shares, consisting of                shares of New Xos common stock and             shares of New Xos preferred stock.

   

See paragraph 5 of the Existing Memorandum.

 

See Article IV, section A of the Proposed Certificate of Incorporation.

Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent (Organizational Documents Proposal B)

 

The Cayman Constitutional Documents authorize the issuance of 5,000,000 preferred shares with such designation, rights and preferences as may be determined from time to time by NextGen’s board of directors. Accordingly, NextGen’s board of directors is empowered under the Cayman Constitutional Documents, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the holders of ordinary shares (except to the extent it may affect the ability of NextGen to carry out a conversion of NextGen Class B ordinary shares on the Closing Date, as contemplated by the current articles of association of NextGen (as may be amended from time to time) (the “Existing Articles”).

 

The Proposed Organizational Documents authorize the New Xos Board to issue all or any shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as the New Xos Board may determine.

   

See paragraph 5 of the Existing Memorandum and Articles 3 and 17 of the Existing Articles.

 

See Article IV, section B of the Proposed Certificate of Incorporation.

Classified Board (Organizational Documents Proposal C)

 

The Cayman Constitutional Documents provide that NextGen’s board of directors shall be composed of one class.

 

The Proposed Organizational Documents provide that the New Xos Board be divided into three classes, with each class made up of, as nearly as may be possible, of one-third of the total number of directors constituting the entire New Xos Board, with only one class of directors being elected in each year and each class serving a three-year term.

   

See paragraph 1 of the Existing Memorandum.

 

See Article I of the Proposed Certificate of Incorporation.

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Cayman Constitutional Documents

 

Proposed Organizational Documents

Corporate Name (Organizational Documents Proposal D)

 

The Cayman Constitutional Documents provide that the name of the company is “NextGen Acquisition Corporation”

 

The Proposed Organizational Documents provide that the name of the corporation will be “Xos, Inc.”

   

See paragraph 1 of the Existing Memorandum.

 

See Article I of the Proposed Certificate of Incorporation.

Perpetual Existence (Organizational Documents Proposal D)

 

The Cayman Constitutional Documents provide that if NextGen does not consummate a business combination (as defined in the Cayman Constitutional Documents) October 9, 2022, NextGen will cease all operations except for the purposes of winding up and will redeem the public shares and liquidate NextGen’s trust account.

 

The Proposed Organizational Documents do not include any provisions relating to New Xos’ ongoing existence; the default under the DGCL will make New Xos’ existence perpetual.

   

See Article 49 of the Cayman Constitutional Documents.

 

Default rule under the DGCL.

Exclusive Forum (Organizational Documents Proposal D)

 

The Cayman Constitutional Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation.

 

The Proposed Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware).

       

See Article VIII of the Proposed Certificate of Incorporation.

Takeovers by Interested Stockholders (Organizational Documents
Proposal D)

 

The Cayman Constitutional Documents do not provide restrictions on takeovers of NextGen by a related shareholder following a business combination.

 

The Proposed Organizational Documents do not opt out of Section 203 of the DGCL, and therefore, New Xos will be subject to Section 203 of the DGCL relating to takeovers by interested stockholders.

       

Default rule under the DGCL.

Provisions Related to Status as Blank Check Company (Organizational Documents Proposal D)

 

The Cayman Constitutional Documents include various provisions related to NextGen’s status as a blank check company prior to the consummation of a business combination

 

The Proposed Organizational Documents do not include such provisions related to NextGen’s status as a blank check company, which no longer will apply upon consummation of the Merger, as NextGen will cease to be a blank check company at such time.

   

See Article 49 of the Cayman Constitutional Documents.

   

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Q:     How will the Domestication affect my ordinary shares, warrants and units?

A:     As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding NextGen Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of New Xos common stock, (2) each of the then issued and outstanding NextGen Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New Xos common stock; (3) each then issued and outstanding NextGen warrant will convert automatically into a New Xos warrant, pursuant to the Warrant Agreement and (4) each of the then issued and outstanding units of NextGen that have not been previously separated into the underlying NextGen Class A ordinary shares and underlying NextGen warrants upon the request of the holder thereof will be cancelled and will entitle the holder thereof to one share of New Xos common stock and one-third of one New Xos warrant. See “Domestication Proposal” for additional information.

Q:     What are the U.S. federal income tax consequences of the Domestication?

A:     As discussed more fully under the section entitled “U.S. Federal Income Tax Considerations,” it is intended that the Domestication will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Domestication so qualifies, U.S. Holders (as defined in the section entitled “U.S. Federal Income Tax Considerations”) will be subject to Section 367(b) of the Code and, as a result:

•        A U.S. Holder whose NextGen Class A ordinary shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of NextGen stock entitled to vote and less than 10% of the total value of all classes of NextGen stock will not recognize any gain or loss and will not be required to include any part of NextGen’s earnings in income;

•        A U.S. Holder whose NextGen Class A ordinary shares have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of NextGen stock entitled to vote and less than 10% of the total value of all classes of NextGen stock will generally recognize gain (but not loss) on the exchange of NextGen Class A ordinary shares for New Xos common stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its NextGen Class A ordinary shares provided certain other requirements are satisfied; and

•        A U.S. Holder who, on the date of the Domestication, owns (actually or constructively) 10% or more of the total combined voting power of all classes of NextGen stock entitled to vote or 10% or more of the total value of all classes of NextGen stock will generally be required to include in income as a deemed dividend all earnings and profits amount attributable to its NextGen Class A ordinary shares.

NextGen does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under the section entitled “U.S. Federal Income Tax Considerations,” NextGen believes that it is likely classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain on the exchange of NextGen Class A ordinary shares or warrants for New Xos common stock or warrants pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations — PFIC Considerations — D. QEF Election and Mark-to-Market Election” with respect to their NextGen Class A ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the

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Code. Currently, there are no elections available that apply to NextGen warrants, and the application of the PFIC rules to NextGen warrants is unclear. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations.”

Each U.S. Holder of NextGen Class A ordinary shares or warrants is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of NextGen Class A ordinary shares and warrants for New Xos common stock and warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such non-U.S. Holder’s New Xos common stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations.”

Q:     Did the board of directors of NextGen obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. Although the Cayman Constitutional Documents do not require NextGen to seek an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions unless it pursues a business combination with an affiliated company, the board of directors of NextGen received an opinion dated February 21, 2021, of Rothschild & Co US Inc. (“Rothschild & Co”) as to whether the Aggregate Consideration (as defined in the section entitled “BCA Proposal — Opinion of Rothschild & Co”), payable pursuant to the Merger Agreement was fair, from a financial point of view, to NextGen. These factors are discussed in greater detail the section entitled “BCA Proposal — NextGen’s Board of Directors’ Reasons for the Business Combination.” See also the section entitled “BCA Proposal — Opinion of Rothschild & Co,” and the opinion of Rothschild & Co attached hereto as Annex K for additional information.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the founder shares in connection with the consummation of the Business Combination. The founder shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:     How do I exercise my redemption rights?

A:     If you are a public shareholder and wish to exercise your right to redeem the public shares, you must:

•        (a) hold public shares, or (b) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

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•        submit a written request to Continental, NextGen’s transfer agent, that New Xos redeem all or a portion of your public shares for cash; and

•        deliver your public shares to Continental, NextGen’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to             , Eastern Time, on             , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

The address of Continental, NextGen’s transfer agent, is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, NextGen’s transfer agent, directly and instruct them to do so.

Public shareholders will be entitled to request that their public shares be redeemed for a pro rata portion of the amount then on deposit in the trust account calculated as of two business days prior to the consummation of the Business Combination including interest earned on the funds held in the trust account and not previously released to us (net of taxes payable). For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. However, the proceeds deposited in the trust account could become subject to the claims of NextGen’s creditors, if any, which could have priority over the claims of the public shareholders, regardless of whether such public shareholder votes or, if they do vote, irrespective of if they vote for or against the BCA Proposal. Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote irrespective of how you vote, on any proposal, including the BCA Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to public shareholders electing to redeem their public shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the BCA Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental, NextGen’s transfer agent, and later decide prior to the extraordinary general meeting not to elect redemption, you may request that NextGen’s transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental, NextGen’s transfer agent, at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental, NextGen’s transfer agent, prior to the vote taken on the BCA Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s public shares have been delivered (either physically or electronically) to Continental, NextGen’s agent, at least two business days prior to the vote at the extraordinary general meeting.

If a holder of public shares properly makes a request for redemption and the public shares are delivered as described above, then, if the Business Combination is consummated, New Xos will redeem the public shares for a pro rata portion of funds deposited in the trust account, calculated as of two business days prior to the consummation of the Business Combination. The redemption will take place following the Domestication and, accordingly, it is shares of New Xos common stock that will be redeemed immediately after consummation of the Business Combination.

If you are a holder of public shares and you exercise your redemption rights, such exercise will not result in the loss of any warrants that you may hold.

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Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying public shares and public warrants, or if you hold units registered in your own name, you must contact Continental, NextGen’s transfer agent, directly and instruct them to do so. You are requested to cause your public shares to be separated and delivered to Continental, NextGen’s transfer agent, by             , Eastern Time, on             , 2021 (two business days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     It is expected that a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the trust account in exchange for its New Xos common stock will generally be treated as selling such New Xos common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of New Xos common stock that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations.”

Additionally, because the Domestication will occur immediately prior to the redemption of any shareholder, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under “U.S. Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:     What happens to the funds deposited in the trust account after consummation of the Business
Combination?

A:     Following the closing of NextGen’s initial public offering, an amount equal to $375.0 million ($10.00 per unit) of the net proceeds from NextGen’s initial public offering and the sale of the private placement warrants (inclusive of the partial exercise by the underwriters of the over-allotment option) was placed in the trust account. As of March 31, 2021, funds in the trust account totaled $375,017,221 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents to modify the substance or timing of NextGen’s obligation to redeem 100% of the public shares if it does not complete a business combination by October 9, 2022 and (3) the redemption of all of the public shares if NextGen is unable to complete a business combination by October 9, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

Upon consummation of the Business Combination, the funds deposited in the trust account will be released to pay holders of NextGen public shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New Xos following the Business Combination. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination.”

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Q:     What happens if a substantial number of the public shareholders vote in favor of the BCA Proposal and exercise their redemption rights?

A:     Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are reduced as a result of redemptions by public shareholders.

The Merger Agreement provides that the obligations of Xos to consummate the Merger are conditioned on, among other things, that as of the Closing, the sum of the Trust Amount plus the PIPE Investment is at least equal to the Minimum Available Cash Amount. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, in no event will we redeem public shares in an amount that would cause New Xos’ net tangible assets (as determined in accordance with Rule 3a5 1-1 (g)(1) of the Exchange Act) to be less than $5,000,001.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of NextGen and Xos, (ii) effectiveness of this proxy statement/registration statement on Form S-4 to be filed by NextGen in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of approval for listing on Nasdaq, the shares of New Xos common stock to be issued in connection with the Merger, (v) that NextGen have at least $5,000,001 of net tangible assets upon the Closing, (vi) the absence of any injunctions or laws prohibiting the Merger, (vii) the absence of a material adverse effect on Xos and (viii) customary bringdown of the representations, warranties and covenants of the parties therein.

The Merger Agreement provides that the obligations of Xos to consummate the Merger are conditioned on, among other things, that as of the Closing, the sum of the Trust Amount plus the PIPE Investment is at least equal to the Minimum Available Cash Amount.

For more information about conditions to the consummation of the Business Combination, see “BCA Proposal — The Merger Agreement.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently expected that the Business Combination will be consummated in the third quarter of 2021. This date depends, among other things, on the approval of the proposals to be put to NextGen shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by NextGen’s shareholders at the extraordinary general meeting and NextGen elects to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting. For a description of the conditions for the completion of the Business Combination, see “BCA Proposal — The Merger Agreement.”

Q:     What happens if the Business Combination is not consummated?

A:     NextGen will not complete the Domestication to Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Merger Agreement. If NextGen is not able to complete the Business Combination with Xos by October 9, 2022 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the Cayman Constitutional Documents, NextGen will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive

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further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Q:     Do I have appraisal rights in connection with the proposed Business Combination and the proposed Domestication?

A:     Neither NextGen’s shareholders nor NextGen’s warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Q:     What do I need to do now?

A:     NextGen urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. NextGen’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     How do I vote?

A:     If you are a holder of record of ordinary shares on the record date for the extraordinary general meeting, you may vote in person at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:     When and where will the extraordinary general meeting be held?

A:     The extraordinary general meeting will be held at             , Eastern Time, on             , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York, NY 10001, or virtually via live webcast at https://www.cstproxy.com/nextgenacq/sm2021, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

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Q:     Who is entitled to vote at the extraordinary general meeting?

A:     The NextGen board of directors has fixed             , 2021 as the record date for the extraordinary general meeting. If you were a shareholder of NextGen at the close of business on the record date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the extraordinary general meeting.

Q:     How many votes do I have?

A:     NextGen shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the record date. As of the close of business on the record date for the extraordinary general meeting, there were 46,875,000 ordinary shares issued and outstanding, of which 37,500,000 were issued and outstanding public shares.

Q:     What constitutes a quorum?

A:     A quorum of NextGen shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the record date for the extraordinary general meeting, 23,437,501 ordinary shares would be required to achieve a quorum.

Q:     What vote is required to approve each proposal at the extraordinary general meeting?

A:     The following votes are required for each proposal at the extraordinary general meeting:

•        BCA Proposal: The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Organizational Documents Proposals: The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Director Election Proposal: The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        ESPP Proposal: The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

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Q:     What are the recommendations of NextGen’s board of directors?

A:     NextGen’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of NextGen’s shareholders and unanimously recommends that its shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of NextGen’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, NextGen’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     How does the Sponsor intend to vote their shares?

A:     Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor has agreed to vote all the founder shares and any other public shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

At any time at or prior to the Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the existing stockholders of Xos or our or their respective directors, officers, advisors or respective affiliates may (i) purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, public shares, (ii) execute agreements to purchase such shares from such investors in the future, or (iii) enter into transactions with such investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of the Condition Precedent Proposals or not redeem their public shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of NextGen’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, the existing stockholders of Xos or our or their respective directors, officers, advisors, or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Director Election Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) NextGen’s net tangible assets (as determined in accordance with Rule 3a51(g) (1) of the Exchange Act) being at least $5,000,001.

Entering into any such arrangements may have a depressive effect on our ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. NextGen will file or submit a Current Report on Form 8-K to disclose any material arrangements

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entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of NextGen’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, NextGen’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     What happens if I sell my NextGen ordinary shares before the extraordinary general meeting?

A:     The record date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your public shares after the applicable record date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such general meeting but the transferee, and not you, will have the ability to redeem such shares (if time permits).

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. Shareholders may send a later-dated, signed proxy card to NextGen’s Secretary at NextGen’s address set forth below so that it is received by NextGen’s Secretary prior to the vote at the extraordinary general meeting (which is scheduled to take place on             , 2021) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to NextGen’s Secretary, which must be received by NextGen’s Secretary prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:     What happens if I fail to take any action with respect to the extraordinary general meeting?

A:     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder or warrant holder of New Xos. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of NextGen. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination (if time permits).

Q:     What should I do with my share certificates, warrant certificates or unit certificates?

A:     Our shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental, NextGen’s transfer agent, prior to the extraordinary general meeting.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to             , Eastern Time, on             , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Our warrant holders should not submit the certificates relating to their warrants. Public shareholders who do not elect to have their public shares redeemed for the pro rata share of the trust account should not submit the certificates relating to their public shares.

Upon the Domestication, holders of NextGen units, Class A ordinary shares, Class B ordinary shares and warrants will receive shares of New Xos common stock and warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their units, Class A ordinary shares (unless such holder elects to redeem the public shares in accordance with the procedures set forth above), Class B ordinary shares or warrants.

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Q:     What should I do if I receive more than one set of voting materials?

A:     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A:     NextGen will pay the cost of soliciting proxies for the extraordinary general meeting. NextGen has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the extraordinary general meeting. NextGen has agreed to pay Morrow a fee of $32,500, plus disbursements (to be paid with non-trust account funds). NextGen will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of NextGen Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of NextGen Class A ordinary shares and in obtaining voting instructions from those owners. NextGen’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Where can I find the voting results of the extraordinary general meeting?

A:     The preliminary voting results will be expected to be announced at the extraordinary general meeting. NextGen will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus, any document incorporated by reference in this proxy statement/prospectus or the enclosed proxy card, you should contact:

Morrow Sodali LLC
470 West Avenue, 3rd Floor
Stamford, Connecticut 06902
Individuals call toll-free: (800) 662-5200
Banks and Brokerage Firms, please call (203) 658-9400
Email: NGAC@investor.morrowsodali.com

You also may obtain additional information about NextGen from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information; Incorporation by Reference.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your public shares (either physically or electronically) to Continental, NextGen’s transfer agent, at the address below prior to the extraordinary general meeting. Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to             , Eastern Time, on             , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company, 1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
E-Mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the extraordinary general meeting, including the Business Combination, you should read this proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety. The Merger Agreement is the primary legal document that governs the Business Combination and the other transactions that will be undertaken in connection with the Business Combination. The Merger Agreement is also described in detail in this proxy statement/prospectus in the section entitled “BCA Proposal — The Merger Agreement.”

Unless otherwise specified, all share calculations (1) assume no exercise of redemption rights by the public shareholders in connection with the Business Combination and (2) do not include any shares issuable upon the exercise of the warrants.

Combined Business Summary

The Parties to the Business Combination

NextGen

NextGen Acquisition Corporation is a blank check company incorporated on July 29, 2020 as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. NextGen has neither engaged in any operations nor generated any revenue to date. Based on NextGen’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

On October 9, 2020, NextGen consummated its initial public offering of its units, with each unit consisting of one NextGen Class A ordinary share and one-third of one public warrant. Simultaneously with the closing of the initial public offering, NextGen completed the private sale of 6,000,000 private placement warrants at a purchase price of $1.50 per private placement warrant, to the Sponsor generating gross proceeds to us of $9.0 million. On November 13, 2020, the underwriters partially exercised the over-allotment option and on November 17, 2020, simultaneously with the closing of the over-allotment, NextGen consummated the second closing of the private placement, resulting in the purchase of an aggregate of an additional 333,334 private placement warrants by the Sponsor, generating gross proceeds to the Company of $500,000. The private placement warrants are identical to the warrants sold as part of the units in NextGen’s initial public offering except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of NextGen’s initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the shares issuable upon exercise of these warrants) are entitled to registration rights.

Following the closing of NextGen’s initial public offering, a total of $375.0 million ($10.00 per unit) of the net proceeds from its initial public offering and the sale of the private placement warrants (inclusive of the partial exercise by the underwriters of the over-allotment option) was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. As of March 31, 2021, funds in the trust account totaled $375,017,221. These funds will remain in the trust account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the closing of the Business Combination), (2) the redemption of any public shares properly tendered in connection with a shareholder vote to amend NextGen’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Cayman Constitutional Documents”) to modify the substance or timing of NextGen’s obligation to redeem 100% of the public shares if it does not complete a business combination by October 9, 2022, and (3) the redemption of all of the public shares if NextGen is unable to complete a business combination by October 9, 2022 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

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The NextGen units, NextGen Class A ordinary shares and NextGen warrants are currently listed on The Nasdaq Stock Market (“Nasdaq”) under the symbols “NGACU,” “NGAC” and “NGACW,” respectively.

NextGen’s principal executive office is located at 2255 Glades Road, Suite 324A, Boca Raton, FL 33431. Its telephone number is (561) 208-8860. NextGen’s corporate website address is https://www.nextgenacq.com/. NextGen’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Merger Sub

Sky Merger Sub I, Inc. (“Merger Sub”) is a Delaware corporation and a wholly owned subsidiary of NextGen. Merger Sub does not own any material assets or operate any business.

Xos

Xos is a mobility solutions company manufacturing Class 5 to 8 battery-electric commercial vehicles and facilitating fleet ownership both with fleet owners’ transition from traditional internal combustion engine vehicles to electric vehicles and their continued operation through Xos’ subscription package for services such as vehicle maintenance and financing. Its mission is to decarbonize commercial transportation by developing innovative technologies and intelligent mobility solutions at the intersection of energy and software. Xos developed the X-Platform (its proprietary, purpose-built vehicle chassis platform) and the X-Pack (its proprietary battery system) specifically for the medium- and heavy-duty commercial vehicle segment with a focus on last-mile commercial fleet operations. Xos’ “Fleet-as-a-Service” package offers its customers a comprehensive suite of commercial products and services to facilitate electric fleet operations and seamlessly transition their traditional combustion-engine fleets to battery-electric vehicles.

Xos’ innovative X-Platform and X-Pack provide modular features that allow Xos to accommodate a wide range of last-mile applications and enable Xos to offer clients industry-leading total cost of ownership. The X-Platform, Xos’ chassis platform, and X-Pack, Xos’ battery technology, are available for purchase as part of the Xos vehicle. The X-Platform and X-Pack were both engineered to be modular in nature to allow fleet operators to customize their vehicles to fit their commercial applications (e.g., upfitting with a specific vehicle body and/or tailoring battery range) for minimal additional cost. In addition to a competitive vehicle purchase price, Xos’ technology can also drive savings throughout ownership through increased vehicle uptime, greater payload capacity and reduced service and maintenance expense. Ninety percent of vehicles in Xos’ targeted segments operate on routes under 200 miles per shift (referred to as “last-mile” routes). Vehicles that fulfill these predictable last-mile routes generally return to base hubs on a daily basis. Such vehicles are ideal candidates for electrification as operators are able to connect them to dedicated charging infrastructure. Xos’ modular and cost-effective vehicles have been on the road and in customers’ hands since 2018, validating the durability and low-cost design of Xos’ vehicles. As of June 1, 2021, we have entered into binding agreements and non-binding letters of intent, memorandums of understanding and other similar agreements with over a dozen customers. Under our binding agreements, our customers have agreed to purchase, subject to certain modification and cancellation provisions, a total of over 2,000 vehicle units with the option to purchase an additional 4,000 units which expires at the end of 2022, for a total backlog of over 6,000 vehicles units. As of June 1, 2021, we have delivered 32 vehicles. We expect to deliver over 90% of the aforementioned contracted non-option orders by the end of 2022.

Xos has taken a conservative approach to capital deployment with its “Flex” manufacturing strategy, which leverages its strategic partners’ existing local facilities and labor to assemble up to 5,000 vehicles annually per facility at an estimated future cost of approximately $45 million dollars per facility build out, with the flexibility to increase or decrease its manufacturing capacity with minimal lead time. This strategy enables Xos to scale its operations in a capital efficient manner and in lockstep with market demand. As of June 1, 2021, Xos has partnered with two third-party contract manufacturer partners — Metalsa and Fitzgerald — to operate two Flex facilities with the combined capacity to manufacture up to approximately 10,000 vehicles per year once fully ramped up.

Xos’ Fleet-as-a-Service product facilitates the transition from traditional internal combustion engine vehicles to battery electric vehicles and provides fleet operators with a comprehensive set of solutions and products (including, but not limited to, energy services, service and maintenance, vehicle telematics, OTA updates and financing) to transition to and operate an electric vehicle fleet. This product offering will combine traditionally disaggregated services into a bundled service package, thus reducing the cost and friction associated with electrifying commercial

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fleets. Services to be offered in Xos’ Fleet-as-a-Service offerings include Xos’ proprietary technology and in-house services (X-Platform, digital fleet management products, over-the-air software update technology, and a wide-range of service products) and offerings from Xos’ industry leading partners, such as Dickinson Fleet Services for service and maintenance and DLL for financing. Fleet-as-a-Service is expected to increase the lifetime revenue of each vehicle sold by Xos. As of June 1, 2021, five customers have subscribed to Xos’ Fleet-as-a-Service offering. As of March 31, 2021, Xos has generated $2.6 million in revenue (or 53% of its revenue) from vehicle sales and $2.3 million in revenue (or 47% of its revenue) from its Fleet-as-a-Service offering.

Xos believes its growth in the coming years is supported by the strong secular tailwinds of climate change and e-commerce. Commercial trucks are the largest emitters of greenhouse gases per capita in the transportation industry. The U.S. federal, state and foreign governments, along with corporations such as UPS, FedEx and Amazon, have set ambitious goals to reduce greenhouse gas emissions. Simultaneously, e-commerce continues to grow rapidly and has been accelerated by changes in consumer purchasing behavior during the COVID-19 pandemic. Xos believes the increased regulation relating to commercial vehicles, the launch of sustainability initiatives from leading financial and corporate institutions and the rapid growth of last-mile logistics will fuel accelerated adoption of Xos’ products worldwide.

Xos’ principal executive office is located at 3550 Tyburn Street, Unit 100, Los Angeles, CA 90065. Its telephone number is (818) 316-1890.

For more information about Xos, see the sections entitled “Information about Xos” and “Xos’ Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Proposals to be Put to the Shareholders of NextGen at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of NextGen and certain transactions contemplated by the Merger Agreement. Each of the proposals below, except the Adjournment Proposal, is cross-conditioned on the approval of each other. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting.

BCA Proposal

As discussed in this proxy statement/prospectus, NextGen is asking its shareholders to approve by ordinary resolution and adopt the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021, by and among NextGen, Merger Sub and Xos, a copy of which is attached to this proxy statement/prospectus as Annex A. The Merger Agreement provides for, among other things, following the Domestication of NextGen to Delaware as described below, the merger of Merger Sub with and into Xos (the “Merger”), with Xos surviving the merger as a wholly owned subsidiary of New Xos, in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “BCA Proposal — NextGen’s Board of Directors’ Reasons for the Business Combination,” NextGen’s board of directors concluded that the Business Combination met all of the requirements disclosed in the prospectus for NextGen’s initial public offering, including that the business of Xos and its subsidiaries had a fair market value equal to at least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). For more information about the transactions contemplated by the Merger Agreement, see the section entitled “BCA Proposal.”

Aggregate Merger Consideration

At the Effective Time (after giving effect to the Xos Warrant Settlement and Xos Preferred Conversion), all outstanding shares of Xos common stock as of immediately prior to the Effective Time or resulting from the Xos Preferred Conversion, together with shares of Xos common stock reserved in respect of Xos Awards outstanding as of immediately prior to the Closing that will be converted into awards based on New Xos common stock, as more fully described elsewhere in this proxy statement/prospectus, will be cancelled in exchange for the right to receive, or the reservation of, an aggregate of 127,626,116 shares of New Xos common stock (at a deemed value of $10.00 per share)

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or, as applicable, shares underlying awards based on New Xos common stock, representing a pre-transaction equity value of Xos of $1,276,261,160 (the “Aggregate Merger Consideration”). The Aggregate Merger Consideration does not take into account certain additional issuances which made be made under the terms of the Merger Agreement, including, if applicable, issuances (i) of any Earnout Shares, (ii) to Xos management and employees pursuant to the 2021 Plan and (iii) resulting from the cash exercise (rather than net-settlement) of New Xos Options. For further details, see the section entitled “BCA Proposal — The Merger Agreement — Consideration — Aggregate Merger Consideration.”

Xos Earnout Shares

During the Earnout Period, the Eligible Xos Equityholders will have the right to receive up to 19,650,583 additional shares of New Xos common stock in the aggregate, referred to herein as the Earnout Shares, in three equal tranches upon the occurrence of each Earnout Triggering Event. For further details, see “BCA Proposal — The Merger Agreement — Consideration — Xos Earnout Shares.

Closing Conditions

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of NextGen and Xos, (ii) effectiveness of the proxy statement/registration statement of which this proxy statement/prospectus forms a part, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of approval for listing on Nasdaq, the shares of New Xos common stock to be issued in connection with the Merger, (v) that NextGen have at least $5,000,001 of net tangible assets upon the Closing, (vi) the absence of any injunctions or laws prohibiting the Merger, (vii) the absence of a material adverse effect on Xos and (viii) customary bringdown of the representations, warranties and covenants of the parties therein.

Other conditions to Xos’ obligations to consummate the Merger include, among others, that as of the Closing, the amount of cash available in the trust account, after deducting the amount required to satisfy NextGen’s obligations to its shareholders (if any) that exercise their redemption rights pursuant to the Cayman Constitutional Documents (but prior to the payment of any (i) deferred underwriting commissions being held in the trust account and (ii) transaction expenses of Xos or NextGen) (such amount, the “Trust Amount”), and the PIPE Investment Amount, in the aggregate, is equal to at least $220.0 million (the “Minimum Available Cash Amount”).

If the Available Cash (the sum of the Trust Amount and PIPE Investment) is equal to or greater than the Minimum Available Cash Amount, then the Minimum Cash Condition will be deemed to have been satisfied. This condition is for the sole benefit of Xos. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could terminate and the proposed Business Combination may not be consummated. In addition, pursuant to the Cayman Constitutional Documents, in no event will NextGen redeem public shares in an amount that would cause New Xos’ net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001.

For further details, see the section entitled “BCA Proposal — The Merger Agreement.”

Domestication Proposal

As discussed in this proxy statement/prospectus, if the BCA Proposal is approved, then NextGen will ask its shareholders to approve by special resolution the Domestication Proposal. The board of directors of NextGen has unanimously approved the Domestication Proposal. The Domestication Proposal, if approved, will authorize a change of NextGen’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while NextGen is currently governed by the Cayman Islands Companies Act, upon the Domestication, New Xos will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, NextGen encourages shareholders to carefully review the information in the section entitled “Comparison of Corporate Governance and Shareholder Rights.”

As a result of and upon the effective time of the Domestication, (1) each of the then issued and outstanding NextGen Class A ordinary shares will convert automatically, on a one-for-one basis, into a share of New Xos common stock, (2) each of the then issued and outstanding NextGen Class B ordinary shares will convert automatically, on a

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one-for-one basis, into a share of New Xos common stock, (3) each then issued and outstanding NextGen warrant will convert automatically into a New Xos warrant, pursuant to the Warrant Agreement and (4) each NextGen unit will be cancelled and will entitle the holder thereof to one share of New Xos common stock and one-third of one New Xos warrant.

For further details, see the section entitled “Domestication Proposal.”

Organizational Documents Proposals

If the BCA Proposal and the Domestication Proposal are approved, NextGen will ask its shareholders to approve by special resolution four separate proposals (collectively, the “Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents, under the Cayman Islands Companies Act, with the Proposed Organizational Documents, under the DGCL. NextGen’s board has unanimously approved each of the Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of New Xos after the Business Combination. Approval of each of the Organizational Documents Proposals is a condition to the consummation of the Business Combination. A brief summary of each of the Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

(A)    Organizational Documents Proposal A — to authorize the change in the authorized share capital of NextGen from 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “NextGen Class A ordinary shares”), 50,000,000 NextGen Class B ordinary shares, par value $0.0001 per share (the “NextGen Class B ordinary shares” and, together with the NextGen Class A ordinary shares, the “ordinary shares”), and 5,000,000 preference shares, par value $0.0001 per share (the “NextGen preferred shares”), to          shares of common stock, par value $0.0001 per share, of New Xos (the “New Xos common stock”) and              shares of preferred stock, par value $0.0001 per share, of New Xos (the “New Xos preferred stock”);

(B)    Organizational Documents Proposal B — to authorize the New Xos Board to issue any or all shares of New Xos preferred stock in one or more classes or series, with such terms and conditions as may be expressly determined by the New Xos Board and as may be permitted by the DGCL;

(C)    Organizational Documents Proposal C to provide that the New Xos Board be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term; and

(D)    Organizational Documents Proposal D — to authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Certificate of Incorporation and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex I and Annex J, respectively), including (1) changing the corporate name from “NextGen Acquisition Corporation” to “Xos, Inc.”, (2) making New Xos’ corporate existence perpetual, (3) adopting Delaware as the exclusive forum for certain stockholder litigation, (4) being subject to the provisions of Section 203 of the DGCL and (5) removing certain provisions related to NextGen’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which NextGen’s board of directors believes is necessary to adequately address the needs of New Xos after the Business Combination.

The Proposed Organizational Documents differ in certain material respects from the Cayman Constitutional Documents and NextGen encourages shareholders to carefully review the information set out in the section entitled “Organizational Documents Proposals” and the full text of the Proposed Organizational Documents of New Xos.

Director Election Proposal

Assuming the BCA Proposal, the Domestication Proposal and each of the Organizational Documents Proposals are approved, NextGen’s shareholders are also being asked to approve by ordinary resolution the Director Election Proposal. Upon the consummation of the Business Combination, the Board will consist of                directors. For additional information on the proposed directors, see the section entitled “Director Election Proposal.

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Stock Issuance Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals and the Director Election Proposal are approved, NextGen’s shareholders are also being asked to approve by ordinary resolution the Stock Issuance Proposal. For additional information, see the section entitled “Stock Issuance Proposal.”

Equity Incentive Plan Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal and the Stock Issuance Proposal are approved, NextGen’s shareholders are also being asked to approve by ordinary resolution the 2021 Plan, in order to comply with The Nasdaq Stock Market Listing Rule 5635(c) and the Internal Revenue Code. For additional information, see the section entitled “Equity Incentive Plan Proposal.”

ESPP Proposal

Assuming the BCA Proposal, the Domestication Proposal, each of the Organizational Documents Proposals, the Director Election Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal are approved, NextGen’s shareholders are also being asked to approve by ordinary resolution the ESPP, in order to comply with The Nasdaq Stock Market Listing Rule 5635(c) and the Internal Revenue Code. For additional information, see the section entitled “ESPP Proposal.”

Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize NextGen to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved, including as a result of the failure of any other cross-conditioned Condition Precedent Proposal to be approved), NextGen’s board of directors may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies. For additional information, see the section entitled “Adjournment Proposal.”

NextGen’s Board of Directors’ Reasons for the Business Combination

NextGen was organized for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

In evaluating the Business Combination, the NextGen board of directors consulted with NextGen’s management and considered a number of factors. In particular, the NextGen board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

•        Xos’ Large and Growing Addressable Market.    The U.S. and global markets for last mile medium- and heavy-duty truck sales are estimated to be approximately $34 billion and $100 billion annually, respectively. Further, transportation is the largest contributor to greenhouse gas emissions in the U.S. with trucks identified as the largest per capita contributor, and government regulation of emissions has been intensifying as a result. 15 U.S. states have committed to transition to zero-emission vehicles. Globally, nearly 20 countries have made commitments to phase out fossil fuel use vehicles by 2040. A new mobility ecosystem is emerging in the face of e-commerce growth and increasing demand for alternative fuel vehicles from governments, investors and customers. These commitments are expected to drive electric vehicle adoption in the last mile delivery segment.

•        Xos’ Customer Traction.    Xos’ purpose-built vehicles have been deployed since 2018 in customer fleets, making efficient, clean and quiet daily deliveries on ordinary-course business routes. As of June 1, 2021, we have entered into binding agreements and non-binding letters of intent, memorandums of understanding and other similar agreements with over a dozen customers. Under our binding agreements, our customers have agreed to purchase, subject to certain modification and cancellation provisions, a total of over 2,000 vehicle units with the option to purchase an additional 4,000 units which expires at the end of 2022, for a total backlog of over 6,000 vehicles units. As of June 1, 2021, we have delivered 32 vehicles. We expect to deliver over 90% of the aforementioned contracted non-option orders by the end of 2022.

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•        Xos’ Purpose-Built Technology.    Xos’ proprietary battery technology is purpose-built for the commercial market, including its “cut-to-length” modular architecture accommodating range and payload requirements, a 200,000 mile usable life, as well as local, independent, and controlled air-based cooling and battery management software performing at the pack-level. Furthermore, Xos designed and developed its fully-modular chassis platform which serves as the foundation for all of its on-highway vehicle products. The platform features the flexibility to accommodate a range of vehicle classes and bodies enabling it to serve many last-mile commercial vehicle use cases.

•        Expected Industry-Leading Total Cost of Ownership.    Xos offers vehicles that are expected to deliver industry-leading total cost of ownership relative to both diesel and other alternative fuel options. The commercial vehicle market is characterized by a strong focus on total cost of ownership and overall financial rationale for purchasing. Xos vehicles are priced at a slight premium to diesel alternatives and generally feature shorter payback periods than alternative zero emission vehicle offerings. Further, Xos’ financing options enable fleet customers to realize savings and reduce the total cost of ownership further.

•        Xos’ Efficient and Scalable Manufacturing Model.    Xos’ Flex manufacturing allows for rapid scale and flexibility. Through its factory management systems and line design, Xos is able to reduce its costs, development time and footprint across all stages of the manufacturing process. This Flex strategy allows Xos to scale and co-locate facilities in line with the growth of its order book and production schedule thereby mitigating supply chain risk and allowing Xos to address market demand real-time.

•        Xos’ Multiple Avenues to Accelerate Growth Opportunities.    Xos appears poised to expand its business internationally, due to the following characteristics: global partnership network, multinational contracted and target customers, Flex manufacturing strategy, modular X-Platform, last mile and return-to-base focus, and expected industry-best total cost of ownership. Xos also anticipates supplementing vehicle sales with fleet services in order to accelerate customer adoption, drive customer retention and ultimately generate higher lifetime revenue per vehicle. Unlike the traditional OEM model where fleet services remain fragmented across multiple providers, Xos offers a bundled package providing fleets the tools and services they need to go electric and operate their vehicles through a single point of contact. Through its financing providers including partners such as DLL, Xos is able to offer both the vehicle and fleet services at a fixed monthly expense, providing fleet customers simplicity and stability.

•        Experienced Management Team.    The NextGen board of directors believes that Xos’ management team has extensive experience in key aspects of fleet management, battery technology, and the automotive and transportation sectors. Xos’ management team is led by its co-founders, Dakota Semler and Giordano Sordoni, who serve as Chief Executive Officer and Chief Operating Officer, respectively, and executives with experience from leading companies such as Tesla, AC Propulsion, Navistar, Cummins, PACCAR, Virgin Hyperloop One, UBS and Deutsche Bank. We expect that Xos executives will continue with the combined company following the Business Combination. For additional information regarding New Xos’ executive officers, see the section entitled “Management of New Xos Following the Business Combination — Executive Officers.”

•        Attractive Entry Valuation.    New Xos will have an anticipated initial pre-transaction enterprise value of $1.45 billion, implying a 0.5x multiple of 2024 projected revenue. After the completion of the Business Combination, the majority of the net proceeds from NextGen’s trust account and the PIPE Investment is expected to be held on New Xos’ balance sheet to fund operations, scale manufacturing and support continued growth into new products, services and geographical markets.

For a more complete description of the NextGen board of directors’ reasons for approving the Business Combination, including other factors and risks considered by the NextGen board of directors, see the section entitled “BCA Proposal — NextGen’s Board of Directors’ Reasons for the Business Combination.”

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement. For additional information, see the section entitled “BCA Proposal — Related Agreements.”

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Sponsor Support Agreement

In connection with the execution of the Merger Agreement, NextGen entered into a sponsor support agreement, with the Sponsor, two directors of NextGen (Mr. Mattson and Mr. Summe) and Xos, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Sponsor Support Agreement”). Pursuant to the Sponsor Support Agreement, the Sponsor and two directors of NextGen (Mr. Mattson and Mr. Summe) agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. For additional information, see the section entitled “BCA Proposal — Related Agreements — Sponsor Support Agreement.”

Xos Stockholder Support Agreement

In connection with the execution of the Merger Agreement, NextGen entered into a stockholder support agreement with Xos and certain stockholders of Xos (the “Requisite Xos Stockholders”), a copy of which is attached to this proxy statement/prospectus as Annex C (the “Xos Stockholder Support Agreement”). Pursuant to the Xos Stockholder Support Agreement, the Requisite Xos Stockholders agreed to, among other things, vote to adopt and approve, upon the effectiveness of the Registration Statement, the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions of the Xos Stockholder Support Agreement. For additional information, see the section entitled “BCA Proposal — Related Agreements — Xos Stockholder Support Agreement.”

Registration Rights Agreement

The Merger Agreement contemplates that, at the Closing, New Xos, the Sponsor and the Xos Registration Rights Holders will enter into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which New Xos will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of New Xos common stock and other equity securities of New Xos that are held by the parties thereto from time to time, subject to the restrictions on transfer therein. For additional information, see the section entitled “BCA Proposal — Related Agreements—Registration Rights Agreement.”

PIPE Subscription Agreements

In connection with the execution of the Merger Agreement, NextGen entered into the Subscription Agreements, pursuant to which the PIPE Investors agreed to purchase, in the aggregate, 22,000,000 shares of New Xos common stock at $10.00 per share for an aggregate commitment amount of $220,000,000, with $20,000,000 of such proceeds allocated to Dakota Semler and Giordano Sordoni in the Founder Secondary Offering. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreements is conditioned upon, among other customary closing conditions, the conditions to the closing of the Business Combination having been satisfied or waived. The closings under the Subscription Agreements will occur substantially concurrently with the Closing. For additional information, see the section entitled “BCA Proposal — Related Agreements — PIPE Subscription Agreements.”

Ownership of New Xos following the Business Combination

As of the date of this proxy statement/prospectus, there are 46,875,000 ordinary shares issued and outstanding, which includes the 9,375,000 founder shares held by the Sponsor and the 37,500,000 public shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 18,833,334 warrants, which includes the 6,333,334 private placement warrants held by the Sponsor and the 12,500,000 public warrants. Each whole warrant entitles the holder thereof to purchase one NextGen Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of New Xos common stock. Therefore, as of the date of this proxy statement/prospectus (without giving effect to the Business Combination), the NextGen fully diluted share capital would be 65,708,334.

It is anticipated that, following the Business Combination, (1) NextGen’s public shareholders are expected to own approximately 19.1% of the outstanding New Xos common stock, (2) Xos Stockholders (without taking into account any public shares held by Xos Stockholders prior to the consummation of the Business Combination) are expected to own approximately 64.9% of the outstanding New Xos common stock, (3) the Sponsor (including the

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Sponsor Related PIPE Investor) are expected to collectively own approximately 4.8% of the outstanding New Xos common stock and (4) the Third-Party PIPE Investors are expected to own approximately 11.2% of the outstanding New Xos common stock.

These percentages assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination, (ii) no exercise of the warrants or issuance of any Earnout Shares, (iii) (a) the vesting of all shares of New Xos common stock received in respect of the New Xos Restricted Stock Awards, (b) the vesting and exercise of all New Xos Options for shares of New Xos common stock, (c) the vesting of all New Xos RSUs and the issuance of shares of New Xos common stock in respect thereof and (d) that New Xos issues shares of New Xos common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement, which in the aggregate equals 127,626,116 shares of New Xos common stock (assuming that all New Xos Options are net-settled), and (iv) that New Xos issues 20,000,000 shares of New Xos common stock to the PIPE Investors pursuant to the PIPE Investment (which excludes the 2,000,000 shares of New Xos common stock to be sold by the Founders pursuant to the Founders Secondary Offering). If the actual facts are different from these assumptions, the percentage ownership retained by the Company’s existing shareholders in the combined company will be different.

The following table illustrates varying ownership levels in New Xos immediately following the consummation of the Business Combination based on the assumptions above.

 

Share Ownership in New Xos

   

No Additional
Redemptions

 

Additional
Redemptions
(1)

   

Number of Shares

 

Percentage of Outstanding Shares

 

Number of Shares

 

Percentage of Outstanding Shares

Xos stockholders(2)

 

127,626,116

 

64.9

%

 

127,626,116

 

79.3

%

NextGen’s public shareholders

 

37,500,000

 

19.1

%

 

2,000,000

 

1.2

%

Sponsor & related parties(3)

 

9,425,000

 

4.8

%

 

9,425,000

 

5.9

%

Third-party PIPE investors

 

21,950,000

 

11.2

%

 

21,950,000

 

13.6

%

Total

 

196,501,116

 

100.0

%

 

161,001,116

 

100.0

%

____________

(1)      Assumes redemptions of 35,500,000 Class A public shares of NextGen in connection with the Business Combination at approximately $10.00 per share based on trust account figures as of March 31, 2021. Excludes 12,500,000 shares underlying private placement warrants, which are not exercisable until the later of 30 days after the Merger or 12 months from the closing of NextGen’s IPO (or October 9, 2021).

(2)      Includes 124,611,519 shares expected to be issued to existing Xos common and preferred stockholders, 634,682 shares expected to be issued to Xos warrant holders and 2,379,915 shares of Xos common stock underlying New Xos Options (which assumes all New Xos Options are net-settled).

(3)      Includes 50,000 shares subscribed for by the Sponsor Related PIPE Investor. Excludes 6,333,334 shares underlying private placement warrants, which are not exercisable until the later of 30 days after the Merger or 12 months from the closing of NextGen’s IPO (or October 9, 2021).

Date, Time and Place of Extraordinary General Meeting of NextGen’s Shareholders

The extraordinary general meeting of the shareholders of NextGen will be held at           , Eastern Time, on             , 2021, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP located at One Manhattan West, New York NY 10001, or virtually via live webcast at https://www.cstproxy.com/nextgenacq/sm2021, to consider and vote upon the proposals to be put to the extraordinary general meeting, including if necessary, the Adjournment Proposal, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, each of the Condition Precedent Proposals have not been approved.

Voting Power; Record Date

NextGen shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned ordinary shares at the close of business on               , 2021, which is the “record date” for the extraordinary general meeting. Shareholders will have one vote for each ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact

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your broker to ensure that votes related to the shares you beneficially own are properly counted. NextGen warrants do not have voting rights. As of the close of business on the record date, there were 46,875,000 ordinary shares issued and outstanding, of which 37,500,000 were issued and outstanding public shares.

Quorum and Vote of NextGen Shareholders

A quorum of NextGen shareholders is necessary to hold a valid meeting. A quorum will be present at the NextGen extraordinary general meeting if a majority of the issued and outstanding ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 23,437,501 ordinary shares would be required to achieve a quorum.

The Sponsor has agreed to vote all of its ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

The proposals presented at the extraordinary general meeting require the following votes:

•        BCA Proposal:    The approval of the BCA Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Domestication Proposal:    The approval of the Domestication Proposal requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Organizational Documents Proposals:    The separate approval of each of the Organizational Documents Proposals requires a special resolution under Cayman Islands Companies Act, being the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Director Election Proposal:    The approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Stock Issuance Proposal:    The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Equity Incentive Plan Proposal:    The approval of the Equity Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        ESPP Proposal:    The approval of the ESPP Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

•        Adjournment Proposal:    The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the extraordinary general meeting.

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Redemption Rights

Pursuant to the Cayman Constitutional Documents, a public shareholder may request of NextGen that New Xos redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

•        (i) hold public shares or (ii) if you hold public shares through units, you elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

•        submit a written request to Continental Stock Transfer & Trust Company (“Continental”), NextGen’s transfer agent, that New Xos redeem all or a portion of your public shares for cash; and

•        deliver your public shares to Continental, NextGen’s transfer agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern Time, on             , 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of units must elect to separate the units into the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, such holders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds units registered in its own name, the holder must contact Continental, NextGen’s transfer agent, directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the BCA Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, NextGen’s transfer agent, New Xos will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption takes place following the Domestication and, accordingly, it is shares of New Xos common stock that will be redeemed immediately after consummation of the Business Combination. See the section entitled “Extraordinary General Meeting of NextGen — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Notwithstanding the foregoing, a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and each director of NextGen have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

Holders of the warrants will not have redemption rights with respect to the warrants.

Appraisal Rights

Neither NextGen shareholders nor NextGen warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or under the DGCL.

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Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. NextGen has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of NextGen — Revoking Your Proxy.”

Interests of NextGen’s Directors and Executive Officers in the Business Combination

When you consider the recommendation of NextGen’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that the Sponsor and NextGen’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of NextGen shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        The 9,375,000 NexGen Class B ordinary shares owned by Sponsor, if valued based on the closing price of $9.93 per public share on the Nasdaq on June 21, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, and if unrestricted and freely tradable, would have an aggregate market value of $93.1 million (after giving effect to the conversion of such NexGen Class B ordinary shares into shares of New Xos common stock in connection with the Merger, including after giving effect to the Domestication). The Sponsor purchased such 9,375,000 NexGen Class B ordinary shares for an aggregate purchase price of $25,000 prior to NextGen’s initial public offering. If NextGen does not consummate a business combination by October 9, 2022 (or if such date is extended at a duly called extraordinary general meeting, such later date), it would cease all operations except for the purpose of winding up, redeeming all of the outstanding public shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating, subject in each case to its obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such event, the 9,375,000 NextGen Class B ordinary shares owned by the Sponsor would be worthless because following the redemption of the public shares, NextGen would likely have few, if any, net assets and because the Sponsor and NextGen’s directors and officers have agreed to waive their respective rights to liquidating distributions from the trust account in respect of any NextGen Class A ordinary shares and NextGen Class B ordinary shares held by it or them, as applicable, if NextGen fails to complete a business combination within the required period.

•        The Sponsor purchased an aggregate of 6,333,334 private placement warrants from NextGen simultaneously with the consummation of NextGen’s initial public offering for an aggregate purchase price of $9.5 million, which will automatically convert into 6,333,334 New Xos warrants in connection with the Merger (including after giving effect to the Domestication). The 6,333,334 private placement warrants, if valued based on the closing price of $2.00 per public warrant on the Nasdaq on June 21, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, and if unrestricted and freely tradable, would have an aggregate market value of $12.7 million, but may expire and become worthless if NextGen fails to complete a business combination by October 9, 2022. As a result of Sponsor’s interest in the NextGen Class B ordinary shares and private placement warrants, Sponsor and its affiliates have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect NextGen’s initial business combination.

•        The Sponsor Related PIPE Investor has subscribed for $500,000 of the PIPE Investment, for which it will receive up to 50,000 shares of New Xos common stock. The 50,000 shares of New Xos common stock which the Sponsor Related PIPE Investor has subscribed for in the PIPE Investment, if unrestricted and freely tradable, would have had an aggregate market value of $496,500 based upon the closing price of $9.93 per public share on Nasdaq on June 21, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. See “Certain Relationships and Related Person Transactions — NextGen Acquisition Corporation — Subscription Agreements”.

•        Pursuant to that certain Amended and Restated Limited Liability Company Agreement, dated as of August 14, 2020, by and among NextGen’s directors and executive officers and their affiliates, as applicable (the “Sponsor LLC Agreement”), certain of NextGen’s directors and executive officers made certain capital contributions to the Sponsor, the proceeds of which were used by the Sponsor to purchase the 9,375,000 NexGen Class B ordinary shares for an aggregate purchase price of $25,000. In addition,

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certain affiliates of George N. Mattson and Gregory L. Summe, as well as affiliates of each of NextGen’s directors, have made certain at-risk capital contributions, the proceeds of which were used by the Sponsor to purchase the 6,333,334 private placement warrants for $9.5 million. Upon or after the consummation of a business combination and as determined by certain members of the Sponsor, certain of NextGen’s directors and executive officers are entitled to receive distributions of the assets of the Sponsor pursuant to the terms of the Sponsor LLC Agreement. As such, certain of NextGen’s directors and executive officers have a direct or indirect economic interest in the securities owned by the Sponsor.

•        In the event that NextGen fails to consummate a business combination within the prescribed time frame (pursuant to the Cayman Constitutional Documents), or upon the exercise of a redemption right in connection with the Business Combination, NextGen will be required to provide for payment of claims of creditors that were not waived that may be brought against NextGen within the ten years following such redemption. In order to protect the amounts held in NextGen’s trust account, the Sponsor has agreed that it will be liable to NextGen if and to the extent any claims by a third party (other than NextGen’s independent auditors) for services rendered or products sold to NextGen, or a prospective target business with which NextGen has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the indemnity of the underwriters of NextGen’s initial public offering against certain liabilities, including liabilities under the Securities Act.

•        In order to finance transaction costs in connection with a Business Combination, the Sponsor has advanced funds to NextGen for working capital purposes, including $440,000 as of June 24, 2021. These outstanding advances have been documented in a promissory note, dated as of March 29, 2021 (the “Promissory Note”), issued by NextGen to the Sponsor, pursuant to which NextGen may borrow up to $1,000,000 from the Sponsor (including those amounts which are currently outstanding). The Promissory Note is non-interest bearing, unsecured and due and payable in full on the earlier of October 9, 2022 and the date NextGen consummates its initial business combination. If NextGen does not complete the initial business combination within the required period, NextGen may use a portion of the working capital held outside the trust account to repay such advances and any other working capital advances made to NextGen, but no proceeds held in the trust account would be used to repay such advances and any other working capital advances made to NextGen, and Sponsor may not be able to recover the value it has loaned to NextGen and any other working capital advances it may make.

•        NextGen’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on NextGen’s behalf, such as identifying and investigating possible business targets and business combinations, as well as repayment of working capital advances. However, if NextGen fails to consummate a business combination by October 9, 2022, they will not have any claim against the trust account for reimbursement or repayment. Accordingly, NextGen may not be able to reimburse such expenses or repay such advances if the Business Combination or another business combination, is not completed by such date. As of June 24, 2021 there was $440,000 of unpaid reimbursable expenses or working capital advances outstanding (which consists of funds advanced to NextGen by Sponsor pursuant to the Promissory Note).

•        As noted above, Sponsor purchased 9,375,000 NextGen Class B ordinary shares for an aggregate purchase price of $25,000, or approximately $0.0027 per share (after taking into account the forfeiture by Sponsor of 687,000 founder shares as a result of the underwriter’s partial exercise of the over-allotment option). As a result, Sponsor will have a rate of return on its investment which differs from the rate of return of NextGen shareholders who purchased NextGen shares at various other prices, including NextGen shares included in NextGen units that were sold at $10.00 per unit in NextGen’s initial public offering. The closing price of NextGen’s public shares on June 21, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.93. As a result of and upon the effective time of the Domestication, among other things, each of the then issued and outstanding NextGen Class B ordinary shares will convert automatically, on a one-for-one basis, into a share of New Xos common stock. In the event the stock price of the post-combination company falls below the price paid by a NextGen shareholder at the time of purchase of the NextGen shares by such shareholder, a situation may arise in which Sponsor maintains a positive rate of return while such NextGen shareholder does not.

•        George Mattson, a current director of NextGen, is expected to be a director of New Xos after the consummation of the Business Combination. As such, in the future, Mr. Mattson may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the New Xos Board determines to pay to its non-employee directors.

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•        The Sponsor (including its representatives and affiliates) and NextGen’s directors and officers may in the future become, affiliated with entities that are engaged in a similar business to NextGen. For example, Mr. Mattson and Mr. Summe, each of whom serves as an officer and director of NextGen and may be considered an affiliate of the Sponsor, have also recently incorporated NextGen Acquisition Corporation II (“NGCA II”), which is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effective an initial business combination. Mr. Mattson and Mr. Summe are Co-Chairmen of NGCA II, and each of our other officers is also an officer of NGCA II and owe fiduciary duties under Cayman Islands Companies Act to NGCA II. The Sponsor and NextGen’s directors and officers are not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to NextGen completing its initial business combination. NextGen’s directors and officers also may become aware of business opportunities which may be appropriate for presentation to NextGen, and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have had conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in NextGen’s favor and such potential business opportunities may be presented to other entities prior to their presentation to NextGen, subject to applicable fiduciary duties under Cayman Islands Companies Act. NextGen’s Cayman Constitutional Documents provide that NextGen renounces its interest in any corporate opportunity offered to any director or officer of NextGen unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of NextGen and it is an opportunity that NextGen is able to complete on a reasonable basis.

•        NextGen’s existing directors and officers will be eligible for continued indemnification and continued coverage under NextGen’s directors’ and officers’ liability insurance after the Merger and pursuant to the Merger Agreement.

•        Pursuant to the Registration Rights Agreement, the Sponsor and the Sponsor Related PIPE Investor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the shares of New Xos common stock and warrants held by such parties following the consummation of the Business Combination.

The Sponsor has agreed to vote in favor of the Business Combination, regardless of how our public shareholders vote. Unlike some other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, the Sponsor and two directors of NextGen (Mr. Mattson and Mr. Summe) have agreed to, among other things, vote in favor of the Merger Agreement and the transactions contemplated thereby, in each case, subject to the terms and conditions contemplated by the Sponsor Support Agreement. As of the date of this proxy statement/prospectus, the Sponsor owns 20.0% of the issued and outstanding ordinary shares.

At any time at or prior to the Business Combination, during a period when they are not then aware of any material nonpublic information regarding us or NextGen’s securities, the Sponsor, Xos or their directors, officers, advisors or respective affiliates may purchase public shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or vote their public shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of NextGen’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Xos or their directors, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the BCA Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal, (2) satisfaction of the requirement that holders of at least two-thirds of the ordinary shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and each of the Organizational Documents Proposals, (3) satisfaction of the Minimum Cash Condition, (4) otherwise limiting the number of public shares electing to redeem and (5) NextGen’s net tangible assets (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) being at least $5,000,001.

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Entering into any such arrangements may have a depressive effect on the ordinary shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Business Combination). If such transactions are effected, the consequence could be to cause the Business Combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. NextGen will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of NextGen’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, NextGen’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Interests of Xos’ Directors and Executive Officers in the Business Combination

When you consider the recommendation of NextGen’s board of directors in favor of approval of the BCA Proposal, you should keep in mind that Xos’ directors and executive officers may have interests in such proposal that are different from, or in addition to, those of NextGen’s shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•        Dakota Semler.    On February 21, 2021, Xos entered into a Stock Transfer Agreement with Xos’ Chief Executive Officer, Dakota Semler, and agreed that following the consummation of the Business Combination and in connection with the Founders Secondary Offering, Mr. Semler will sell 1,000,000 shares of New Xos common stock to the PIPE Investors for $10.00 per share, for an aggregate purchase price of $10,000,000.

•        Giordano Sordoni.    On February 21, 2021, Xos entered into a Stock Transfer Agreement with Xos’ Chief Operating Officer, Giordano Sordoni, and agreed that following the consummation of the Business Combination and in connection with the Founders Secondary Offering, Mr. Sordoni will sell 1,000,000 shares of New Xos common stock to the PIPE Investors for $10.00 per share, for an aggregate purchase price of $10,000,000. On June 24, 2019, Mr. Sordoni issued a partial-recourse promissory note to Xos pursuant to which Mr. Sordoni agreed to pay Xos an amount equal to $364,266.68 plus interest at a rate of 2.38% per annum, compounded annually. In connection with and prior to the consummation of the Business Combination, this promissory note will be forgiven in full by Xos.

•        Treatment of Xos Equity Awards in the Business Combination.    Pursuant to the Merger Agreement, all outstanding stock options and restricted stock units granted by Xos prior to the Closing will be converted to awards for shares of New Xos common stock that will be subject to the same terms and conditions as were in effect prior to the Closing. See the sections entitled “The Merger Agreement—Treatment of Xos Options, Restricted Stock Awards and Restricted Stock Unit Awards” and “Beneficial Ownership of Securities” for more information.

•        Executive Officer Employment Agreements.    Prior to the Closing, each of Mr. Semler, Mr. Sordoni, Robert Ferber, Xos’ Chief Technology Officer, and Kingsley Afemikhe, Xos’ Chief Financial Officer, are expected to enter into employment agreements with NextGen, Xos or an affiliate of NextGen or Xos, in each case in form and substance reasonably satisfactory to NextGen and to be effective no later than the Closing, which employment agreements will be subject to ratification by the New Xos Board following the Closing.

Recommendation to Shareholders of NextGen

NextGen’s board of directors believes that the BCA Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of NextGen’s shareholders and unanimously recommends that its

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shareholders vote “FOR” the BCA Proposal, “FOR” the Domestication Proposal, “FOR” the Stock Issuance Proposal, “FOR” each of the separate Organizational Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the ESPP Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of NextGen’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of NextGen and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, NextGen’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “BCA Proposal — Interests of NextGen’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume (i) that no public shareholders exercise their redemption rights in connection with the Business Combination or our extension proposal and (ii) that New Xos issues or, as applicable, reserves for issuance in respect of Xos Awards outstanding as of immediately prior to the Closing that will be converted into awards based on New Xos common stock, an aggregate of 127,626,116 shares of New Xos common stock as the Aggregate Merger Consideration pursuant to the Merger Agreement (which assumes that all New Xos Options are net-settled). If the actual facts are different from these assumptions, the below figures will be different.

Sources

 

Uses

($ in thousands)

           

Cash and investments held in trust account(1)

 

$

375,017

 

Cash to balance sheet

 

$

515,017

PIPE Investment(2)

 

 

200,000

 

Transaction expenses(3)

 

 

60,000

Total sources

 

$

575,017

 

Total uses

 

$

575,017

____________

(1)      Calculated as of March 31, 2021.

(2)      Shares issued in the PIPE Investment are at a deemed value of $10.00 per share. Excludes $20 million of New Xos common stock to be sold by the Founders pursuant to the Founders Secondary Offering.

(3)      Includes deferred underwriting commission of $13.1 million and estimated transaction expenses.

U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Domestication and exercise of redemption rights, please see the section entitled “U.S. Federal Income Tax Considerations.

Expected Accounting Treatment

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of the Company as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of New Xos immediately following the Domestication will be the same as those of NextGen immediately prior to the Domestication.

The Business Combination

We expect the Business Combination to be accounted for as a reverse recapitalization in accordance with GAAP. Under the guidance in Accounting Standards Codification (“ASC”) 805, NextGen is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination is expected to be reflected as the equivalent of Xos issuing stock for the net assets of NextGen, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Xos.

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Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder, certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the Federal Trade Commission (“FTC”) and certain waiting period requirements have been satisfied. The Business Combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On March 5, 2021, NextGen and Xos filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Division and the FTC and requested early termination. The waiting period expired on April 5, 2021.

At any time before or after consummation of the Business Combination, notwithstanding termination of the respective waiting periods under the HSR Act, the Antitrust Division or the FTC, or any state or foreign governmental authority could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Business Combination, conditionally approving the Business Combination upon divestiture of assets, subjecting the completion of the Business Combination to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. NextGen cannot assure you that the Antitrust Division, the FTC, any state attorney general or any other government authority will not attempt to challenge the Business Combination on antitrust grounds, and, if such a challenge is made, NextGen cannot assure you as to its result.

None of NextGen nor Xos are aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Emerging Growth Company

NextGen is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in NextGen’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. NextGen has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, NextGen, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of NextGen’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of NextGen’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

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Risk Factors

In evaluating the proposals to be presented at NextGen’s extraordinary general meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

•        Xos is an early stage company with a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future.

•        Xos will require significant capital to develop and grow our business, and Xos may be unable to adequately control the costs associated with its operations.

•        Xos has yet to achieve positive operating cash flow and, given its projected funding needs, its ability to generate positive cash flow is uncertain.

•        Xos’ financial results may vary significantly from period to period due to fluctuations in its operating costs, product demand and other factors.

•        Xos’ operating and financial results forecast relies in large part upon assumptions and analyses developed by Xos. If these assumptions or analyses prove to be incorrect, Xos’ actual operating results may be materially different from its forecasted results.

•        Xos’ business plans require a significant amount of capital. In addition, Xos’ future capital needs may require Xos to sell additional equity or debt securities that may dilute its stockholders or introduce covenants that may restrict its operations or its ability to pay dividends.

•        Xos’ limited operating history makes evaluating its business and future prospects difficult and may increase the risk of your investment.

•        Xos’ Fleet-as-a-Service offering is novel in the industry and has yet to be tested in the long-term. Any failure to commercialize Xos’ strategic plans could have a material adverse effect on its operating results and business, harm our reputation and could result in substantial liabilities that exceed its resources.

•        Xos may experience significant delays in the design, manufacturing and wide-spread deployment of its vehicles, which could harm its business, prospects, financial condition and operating results.

•        Xos’ ability to develop and manufacture vehicles and battery packs of sufficient quality and appeal to customers on schedule and on a large scale will require significant capital expenditures and is unproven and still evolving.

•        Xos has no experience to date in high volume manufacturing of its vehicles and battery packs, and currently relies and will continue to rely on third-party contract manufacturing partners to manufacture its vehicles, and to supply critical components and systems, which expose Xos to a number of risks and uncertainties outside its control.

•        Xos is or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future.

•        Xos is dependent on its suppliers, some of which are limited source suppliers, and the inability of these suppliers, due to increased demand or other factors, to deliver necessary components of its vehicles and battery packs at prices and volumes, performance and specifications acceptable to Xos, could have a material adverse effect on Xos’ business, prospects, financial condition and operating results.

•        Xos’ vehicles use lithium-ion battery cells, a class of batteries which have been observed to catch fire or vent smoke and flame.

•        If Xos fails to manage its growth effectively, it may not be able to further design, develop, manufacture and market its vehicles or battery packs successfully.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF NEXTGEN

The selected historical condensed statements of operations data of NextGen for the period from July 29, 2020 (date of inception) to December 31, 2020 and the condensed balance sheet data as of December 31, 2020 are derived from NextGen’s audited annual condensed financial statements included elsewhere in this proxy statement/prospectus. In NextGen’s management’s opinion, the audited financial statements include all adjustments necessary to state fairly NextGen’s financial position as of December 31, 2020 and the results of operations for the for the period from July 29, 2020 (date of inception) to December 31, 2020.

The selected historical condensed statements of operations data of NextGen for the three months ended March 31, 2021 and the condensed balance sheet data as of March 31, 2021 are derived from NextGen’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus. In NextGen’s management’s opinion, the unaudited interim condensed financial statements include all adjustments necessary to state fairly NextGen’s financial position as of March 31, 2021 and the results of operations for the three months ended March 31, 2021.

NextGen’s historical results are not necessarily indicative of the results that may be expected in the future and NextGen’s results for the period from July 29, 2020 (date of inception) to December 31, 2020 are not necessarily indicative of the results that may be expected for any other period. The information below is only a summary and should be read in conjunction with the sections entitled “NextGen’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About NextGen” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

NextGen is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

Statement of Operations Data

 

Three Months
Ended
March 31,
2021

 

For The
Period From
July 29, 2020
(inception)
through
December 31,
2020
(Restated)

Revenue

 

$

 

 

$

 

Total operating expenses

 

 

(783,838

)

 

 

(360,420

)

Other (expense) income:

 

 

 

 

 

 

 

 

Change in fair value of derivative warrant liabilities

 

 

(7,623,600

)

 

 

(5,458,920

)

Financing cost – derivative warrant liabilities

 

 

 

 

 

(862,785

)

Net gain from cash equivalents held in Trust Account

 

 

9,248

 

 

 

7,974

 

Net loss

 

$

(8,398,190

)

 

$

(6,674,151

)

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

 

 

32,943,083

 

 

 

32,831,343

 

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

 

 

0.00