Financial Performance - The company incurred losses from operations in the first quarter of 2025, primarily due to discounted prices offered to customers to encourage utilization of the charging station [146]. - The company reported no revenue from the sale of battery systems and components for the three months ended March 31, 2025 [147]. - In Q1 2025, the company recognized charging revenue of approximately $1 thousand, a decrease of $3 thousand from $4 thousand in Q1 2024, attributed to reduced sales activity related to a pending acquisition [156]. - The total operating expenses for Q1 2025 were $2.539 million, down from $6.568 million in Q1 2024, reflecting a decrease of $4.029 million primarily due to reduced stock-based compensation and payroll expenses [155][160]. - The net loss for Q1 2025 was approximately $2.475 million, an improvement of $4.066 million compared to a net loss of $6.541 million in Q1 2024 [155]. - The company incurred net cash used in operating activities of $1.689 million in Q1 2025, a decrease from $3.487 million in Q1 2024 [166][168]. - The gross loss increased to $21 thousand in Q1 2025 from $17 thousand in Q1 2024, primarily driven by a decline in revenue and an increase in depreciation expense [158]. Funding and Financial Strategy - The company continues to seek additional funding through equity and/or debt financing arrangements to support operations and growth [144]. - The company raised $2.4 million through a PIPE Securities Purchase Agreement, net of offering costs, in December 2024 [150][164]. - The company is pursuing various funding options, including public markets, to address substantial doubt about its ability to continue as a going concern [165]. - The company plans to continue focusing on capital financing and managing cash position to optimize growth and profitability [154]. Mergers and Acquisitions - The company is pursuing a merger with Verde Bioresins, Inc., with the goal of creating long-term value and strengthening its financial profile [132]. - The merger agreement includes termination rights if the merger is not consummated by March 31, 2025 [133]. Compliance and Stock Performance - The company has not regained compliance with Nasdaq's minimum bid price requirement, leading to a suspension of its securities trading on Nasdaq CM [138]. - A reverse stock split of 1-for-20 was executed on March 31, 2025, to help meet Nasdaq listing requirements [135]. Product Development and Operations - As of March 31, 2024, the company successfully launched its first NxuOne™ megawatt charging station and produced multiple units ready for deployment [131]. - The company is focused on increasing profitability through the utilization of its NxuOne™ charging station network and competitive pricing strategies [146]. - Research and development expenses decreased from $0.4 million in Q1 2024 to nil in Q1 2025 due to a pause in development and cost-saving measures [159].

Core Viewpoint - Nxu, Inc. is progressing towards closing its merger with Verde Bioresins, Inc., with 99% of Nxu's shareholders approving the issuance of shares related to the merger [1] Group 1: Merger Progress - The merger is nearing completion, pending satisfaction of conditions including Nasdaq approval [1][2] - A recent reverse stock split was completed to position the combined company for success upon closing [2] Group 2: Company Statements - Nxu's Chairman and CEO, Mark Hanchett, expressed confidence in closing the merger soon [2] - Verde's President, Brian Gordon, highlighted customer adoption and a partnership with Happy Campers as indicators of growth potential post-merger [2] Group 3: Company Overview - Nxu, Inc. focuses on energy storage and charging solutions, leveraging its intellectual property to support e-Mobility [3]

Core Viewpoint - Nxu, Inc. announced a planned reverse stock split of its Class A common stock at a ratio of 1-for-20, effective March 31, 2025, to enhance marketability and maintain NASDAQ compliance [1][3]. Group 1: Reverse Stock Split Details - The reverse stock split was approved by stockholders on February 11, 2025, with the final ratio set at 1-for-20 [2]. - The new CUSIP number for the Class A common stock will be 62956D303, and the par value per share remains at $0.0001 [2]. - Proportionate adjustments will be made to the exercise prices and/or the number of shares under all outstanding options, warrants, and equity awards [2]. Group 2: Company Strategy and Impact - The reverse stock split aims to facilitate the proposed merger with Verde Bioresins and improve the market price of the Class A common stock [3]. - The split will combine every 20 shares into one, affecting all stockholders uniformly, with no fractional shares issued [3]. - The number of authorized shares of Class A common stock will remain unchanged [3]. Group 3: Procedural Information - Equiniti Trust Company, LLC is acting as the exchange agent for the reverse stock split [4]. - Stockholders in book-entry form or brokerage accounts do not need to take any action regarding the split [4].

Core Viewpoint - Nxu, Inc. announced a planned reverse stock split of its Class A common stock at a ratio of 1-for-20, effective March 31, 2025, to enhance marketability and comply with NASDAQ listing requirements [1][3]. Group 1: Reverse Stock Split Details - The reverse stock split was approved by stockholders on February 11, 2025, allowing a split ratio between 1-for-5 and 1-for-20, ultimately set at 1-for-20 [2]. - The new CUSIP number for the Class A common stock will be 62956D303, with a par value per share remaining at $0.0001 [2]. - Proportionate adjustments will be made to the exercise prices and number of shares under all outstanding options, warrants, and equity awards [2]. Group 2: Company Strategy and Expectations - The reverse stock split aims to facilitate the proposed merger with Verde Bioresins and maintain NASDAQ compliance [3]. - The company anticipates that the reverse stock split will lead to an increase in the market price of its Class A common stock, thereby improving share marketability [3]. - The reverse stock split will not change the number of authorized shares and will uniformly affect all stockholders, with fractional shares rounded up to the nearest whole share [3]. Group 3: Company Overview - Nxu, Inc. is a technology company focused on energy storage and charging solutions, supporting e-Mobility initiatives [5].

Financial Performance and Challenges - Nxu has incurred losses from operations and negative cash flows since its inception, indicating ongoing financial challenges [21]. - Nxu generated revenue for the first time in 2023, but there is no assurance that it will continue to generate revenue from the NxuOne™ Charging Network or other proprietary products [41]. - Nxu has incurred significant losses since its inception and expects to continue incurring losses for the foreseeable future, raising substantial doubt regarding its ability to continue as a going concern [41]. - Nxu incurred a net loss of $23.7 million for the year ended December 31, 2024, with an accumulated deficit of $283.4 million [88]. - As of December 31, 2024, Nxu had only $2.7 million in cash, raising substantial doubt about its ability to continue as a going concern [88]. - Nxu expects to continue incurring losses for the foreseeable future, with no assurance of achieving profitability [88]. Business Strategy and Operations - Nxu's business is entirely dependent on the success of the NxuOne™ Charging Network, and a lack of business diversification could lead to significant losses for stockholders [41]. - The company has ceased EV battery development to focus on the NxuOne™ Charging Network, indicating a shift in its business strategy [103]. - Nxu's future growth is highly correlated with the rapid adoption of electric vehicles (EVs) and the ability of original equipment manufacturers (OEMs) to supply them [99]. - Nxu's business model is contingent on the availability of qualified contractors, and a shortage could impact project viability and increase costs [127]. - Nxu's reliance on complex machinery introduces significant operational risks, including unexpected malfunctions that could affect efficiency and costs [153]. Market and Competitive Landscape - The automotive EV market is highly competitive, and Nxu may not be successful in competing in this industry [44]. - The competitive landscape in the EV market is intensifying, with Nxu facing competition from both EV manufacturers and traditional automotive companies [147]. - Rapid technological changes in the EV charging market necessitate continuous product development to avoid obsolescence and maintain market share [149]. - Changes in fuel economy standards and alternative fuel success may negatively impact the demand for Nxu's EV products and services [151]. Regulatory and Compliance Issues - Nxu is subject to extensive regulatory requirements, which could impact its business prospects and financial condition [29]. - Nxu's business is susceptible to economic downturns, particularly in the EV market, which could adversely affect its ability to raise funds and overall financial condition [108]. - Compliance with evolving regulations, including Buy America requirements, may increase costs and delay revenue recognition for Nxu [157][159]. - Nxu is subject to various environmental regulations that may increase compliance costs and impact production processes [141]. Mergers and Acquisitions - A merger with Verde Bioresins, Inc. is planned, which will result in Verde becoming a wholly owned subsidiary of Nxu [19]. - The completion of the Merger is subject to conditions that may not be satisfied or completed on a timely basis, which could have material adverse effects on Nxu [45]. - If the Merger is not completed, the price of Nxu's Class A common stock may decline significantly, reflecting market assumptions about the Merger's consummation [50]. - Current stockholders of Nxu are expected to own approximately 5% of the outstanding shares of the combined company post-Merger, while former Verde stockholders are expected to own approximately 95% [57]. - The Merger Agreement restricts Nxu from soliciting competing proposals, which may disadvantage the company if the Merger is not completed [59]. Intellectual Property and Technology - The company has a robust intellectual property portfolio with five issued patents and 37 pending applications related to battery and charging technologies [17]. - Nxu's ongoing patent applications are critical for protecting its intellectual property, with expectations for patents to be issued between 2021 and 2024 [137]. - The company faces challenges in protecting its intellectual property, which could materially affect its business and financial condition if not successfully enforced [138]. Human Resources and Management - The company has significantly reduced its headcount as a cost-saving measure, with only four full-time employees as of December 31, 2024 [32]. - Nxu's management team lacks experience running a public company, which may affect their performance and the company's share price [182]. - Nxu's ability to attract and retain key personnel is critical, as the loss of executives could adversely affect its operations [181]. Stock and Investment Risks - Nxu's Class A common stock has been non-compliant with Nasdaq's $1.00 minimum bid price requirement since April 2, 2024, and received an additional 180 days to regain compliance [192]. - Nxu's dual class structure may lead to lower market prices for its Class A common stock and exclusion from certain indexes [187]. - A substantial sale of Nxu's Class A common stock may lead to a decline in share prices and complicate future equity sales [212]. - Nxu does not anticipate paying dividends on its Class A common stock, and investors may lose their entire investment [200]. Operational Risks - Nxu relies on a limited number of suppliers for its charging stations, and the loss of any of these partners could negatively affect its business [41]. - The demand for EV charging may exceed the supply chain capacity of Nxu's manufacturers, affecting timely delivery of products [118]. - Nxu's charging stations are dependent on electricity availability, and any outages could adversely impact customer experience and business operations [122]. - Changes in utility pricing structures may negatively affect Nxu's future operating results and competitive position [123]. - Vandalism or misuse of Nxu's public charging stations may lead to increased maintenance costs and affect relationships with site hosts [129]. Economic Factors - The U.S. inflation rate has remained elevated, potentially increasing costs for charging equipment and personnel, which could impact capital expenditures and operating costs [112]. - Nxu's ability to utilize loss carryforwards may be limited due to potential ownership changes affecting its net operating loss carryforwards [107]. - Changes in government funding and economic incentives for EVs are beyond Nxu's control and could negatively affect its market position [175].

Company Overview - Nxu, Inc. is a domestic technology company focused on energy storage and charging solutions for an electrified future [9] - Verde Bioresins, Inc. is a leader in sustainable product innovation and bioplastics production, known for its proprietary bioresin PolyEarthylene™ [2][8] Merger Announcement - Nxu stockholders approved the merger with Verde on February 11, 2025, marking a significant step towards sustainable solutions in transportation [1][3] - Upon closing, Verde stockholders will own approximately 95% of the combined company, while Nxu stockholders will own about 5% [4] Market Potential - Verde's PolyEarthylene™ aims to replace traditional petroleum-based plastics, addressing nearly half of the $600 billion global plastics market [2] - The merger is expected to create long-term value and significant growth opportunities for both companies in 2025 [3] Merger Details - The transaction values Verde at approximately $306.9 million and Nxu at about $16.2 million [4] - The merger is anticipated to be completed in March 2025, subject to certain closing conditions [5] Management Structure - The board of directors for the combined company will consist of six members, with five appointed by Verde and one by Nxu [5] - Verde's management team will lead the operations of the combined entity [5] Advisors - Lake Street Capital Markets, LLC provided a fairness opinion to Nxu's Board, while Roth Capital Partners, LLC served as financial advisor to Verde [6]

Group 1 - Monteverde & Associates PC is investigating Nxu, Inc. regarding a proposed merger with Verde Bioresins, Inc. in an all-stock transaction [1] - Nxu will acquire all issued and outstanding common shares of Verde under the terms of the merger agreement [1] Group 2 - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1] - The firm has a successful track record in recovering money for shareholders and litigating in trial and appellate courts, including the U.S. Supreme Court [2]

Core Viewpoint - Monteverde & Associates PC is investigating Nxu, Inc. regarding its proposed merger with Verde Bioresins, Inc., which involves an all-stock transaction for the acquisition of all outstanding common shares of Verde [1]. Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report and has a successful track record in recovering money for shareholders [1][2]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2]. Legal Context - The investigation pertains to the legality and implications of the merger between Nxu, Inc. and Verde Bioresins, Inc., emphasizing that no company, director, or officer is above the law [3].

Core Viewpoint - Nxu, Inc. is merging with Verde Bioresins, Inc. to create a combined entity focused on sustainable solutions in the plastics industry, aiming to enhance shareholder value and address environmental concerns [1][3]. Company Overview - Nxu, Inc. specializes in energy storage and charging solutions for electrification [1]. - Verde Bioresins, Inc. is a leader in sustainable product innovation, particularly in bioplastics, and has developed PolyEarthyleneTM, a bioresin that can replace traditional petroleum-based plastics [2][9]. Merger Details - The merger will be an all-stock transaction, with Verde stockholders owning approximately 95% and Nxu stockholders owning about 5% of the combined company [3]. - Verde has an estimated enterprise value of approximately $306.9 million, while Nxu's enterprise value is around $16.2 million [3]. - The combined company will be renamed "Verde Bioresins, Corp." and will trade under the ticker symbol "VRDE" on Nasdaq [1]. Strategic Rationale - The merger is seen as a strategic move to optimize Nxu's assets and generate sustained shareholder value while addressing the growing global plastic pollution crisis [6][9]. - Verde's technology is expected to disrupt the plastics industry by providing scalable and economically feasible alternatives to conventional plastics [2][7]. Management and Governance - The board of directors of the combined company will consist of seven members, with six appointed by Verde and one by Nxu [4]. - Verde's management team will lead the operations of the combined entity [4]. Shareholder Support - Humanitario Capital, LLC, Verde's controlling shareholder, and key Nxu executives have signed agreements to support the merger [5]. - The transaction is subject to approval by shareholders of both companies [4]. Market Potential - Verde's PolyEarthylene applications target nearly half of the $600 billion global plastics market, indicating significant growth potential [2][7].

Financial Performance - For the three months ended June 30, 2024, the company recorded a net loss of $2.55 million, which includes impairments of $1.73 million related to lease ROU assets and held for sale assets [100]. - The net loss for the three months ended June 30, 2024, was approximately $6.5 million, an improvement of $8.2 million compared to a net loss of $14.7 million in Q2 2023 [118]. - The net loss for the six months ended June 30, 2024, was approximately $13.1 million, an improvement of $13.8 million compared to a net loss of $26.9 million in the same period of 2023 [130]. - For the six months ended June 30, 2024, revenue was approximately $11 thousand, again reflecting a significant increase from zero revenue prior to September 2023 [125]. Revenue Generation - The company generated approximately $0.5 million in revenue for the year ended December 31, 2023, from the sale of battery systems and components, but has not continued this revenue stream [115]. - Revenue for the three months ended June 30, 2024, was approximately $7 thousand, a significant increase from zero revenue prior to September 2023 [119]. Cost Management - Total operating expenses for the three months ended June 30, 2024, decreased by $10.0 million to $4.6 million compared to $14.6 million in the same period of 2023 [118]. - Total operating expenses for the six months ended June 30, 2024, decreased by $17.0 million to $11.2 million compared to $28.1 million in the same period of 2023 [124]. - Research and development expenses decreased by $4.5 million from $5.1 million in Q2 2023 to $0.6 million in Q2 2024 due to paused development and cost-saving measures [122]. - General and administrative expenses decreased by $5.4 million from $9.4 million in Q2 2023 to $4.0 million in Q2 2024, primarily due to reduced stock-based compensation [123]. Capital Raising - During the six months ended June 30, 2024, the company raised approximately $10.7 million net through its "At-The-Market" equity offering [110]. - The company raised approximately $10.7 million through its ATM during the six months ended June 30, 2024 [130]. Operational Developments - The company successfully launched its first NxuOne™ megawatt charging station and produced multiple units ready for deployment as of March 31, 2024 [109]. - The company incurred losses from the operation of its first NxuOne™ charging station in 2024 and expects to continue incurring losses until sufficient capital is obtained to scale production [109]. - The company paused production of the NxuOne™ charging station in the three months ended June 30, 2024, and reduced headcount across various functions to cut costs [116]. - The company aims to increase profitability through competitive pricing and deployment of additional NxuOne™ charging stations [114]. Strategic Initiatives - The company is exploring strategic alternatives for business combinations to achieve operational stability and growth [111]. - The company has identified targets for a business combination to strengthen its financial profile and create long-term value [111]. - The company plans to sell battery manufacturing equipment and other assets in an online auction scheduled for August 13, 2024 [115]. Financial Position - As of June 30, 2024, the company had $4.6 million in cash and an accumulated deficit of approximately $272.7 million [130]. - The company has contractual lease obligations for two properties with initial lease terms ending in the summer of 2025 [135]. - The lease agreement for the warehouse facility in Mesa, Arizona includes options to renew that can extend the lease term by five years or more [135]. - An equipment lease was added during the six months ended June 30, 2024, with a lease term ending in December 2025, but this lease was terminated after June 30, 2024 [135]. - The company has obligations under its convertible debt facility to repay the remaining balance not converted into equity at the maturity date, which is two years from issuance [135]. Accounting Policies - There have been no material changes to critical accounting policies and estimates disclosed in the 2023 Form 10-K [136].