Xos(XOS) - 2020 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's financial statements, management's analysis, market risk disclosures, and internal controls for its pre-IPO period Item 1. Financial Statements The financial statements for the pre-business combination period (July 29 - Sep 30, 2020) detail initial assets, net loss, and funding activities Unaudited Condensed Balance Sheet This balance sheet provides a snapshot of the company's financial position as of September 30, 2020, detailing initial assets and liabilities Condensed Balance Sheet as of September 30, 2020 | Category | Amount ($) | | :--- | :--- | | Assets | | | Total Current Assets | 161,723 | | Deferred offering costs | 361,819 | | Total Assets | 523,542 | | Liabilities & Equity | | | Total Current Liabilities | 521,904 | | Total Shareholder's Equity | 1,638 | | Total Liabilities and Shareholder's Equity | 523,542 | Unaudited Condensed Statement of Operations This statement outlines the company's financial performance from inception to September 30, 2020, reporting initial expenses and a net loss Statement of Operations (July 29, 2020 - September 30, 2020) | Item | Amount ($) | | :--- | :--- | | General and administrative expenses | 23,365 | | Loss from operations | (23,365) | | Interest income | 3 | | Net loss | (23,362) | | Basic and diluted net loss per share | (0.00) | Unaudited Condensed Statement of Changes in Shareholder's Equity This statement details the changes in shareholder's equity from inception to September 30, 2020, driven by share issuance and net loss - From inception (July 29, 2020) to September 30, 2020, total shareholder's equity increased to $1,638. This was driven by the issuance of 10,062,500 Class B ordinary shares for $25,000, offset by a net loss of $23,362[16] Unaudited Condensed Statement of Cash Flows This statement summarizes the cash inflows and outflows from inception to September 30, 2020, highlighting financing activities for initial operations Statement of Cash Flows (July 29, 2020 - September 30, 2020) | Category | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (4,997) | | Net cash provided by financing activities | 159,431 | | Net increase in cash | 154,434 | | Cash - ending of the period | 154,434 | - Financing activities primarily consisted of $300,000 in proceeds from a note payable to a related party, which was used to cover deferred offering costs[19] Notes to Unaudited Condensed Financial Statements These notes provide essential context and details regarding the company's formation, IPO, and the trust account arrangements - The Company is a blank check company formed to effect a Business Combination and is an emerging growth company. All activity through September 30, 2020, relates to its formation and the preparation for its Initial Public Offering[22][23] - The company's IPO was consummated on October 9, 2020, raising gross proceeds of $350.0 million from 35,000,000 units. An over-allotment option exercise in November added another $25.0 million[24] - Upon closing the IPO and over-allotment, $375.0 million of the net proceeds were placed in a trust account[26] - The company has 24 months from the IPO closing (until October 9, 2022) to complete a Business Combination, or it will be required to liquidate and return the funds held in the Trust Account to public shareholders[32] Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's pre-IPO financial condition, operational results, and liquidity, emphasizing its blank check nature - The company is a blank check company formed on July 29, 2020, to effect a business combination[94] Initial Public Offering and Private Placement Proceeds | Offering | Units/Warrants | Gross Proceeds ($) | | :--- | :--- | :--- | | Initial Public Offering (Oct 9, 2020) | 35,000,000 Units | 350.0 million | | Over-Allotment (Nov 17, 2020) | 2,500,000 Units | 25.0 million | | Private Placement (Initial) | 6,000,000 Warrants | 9.0 million | | Private Placement (Over-Allotment) | 333,334 Warrants | 0.5 million | - A total of $375.0 million from the IPO and Private Placement proceeds were placed in a trust account[97] - For the period from inception through September 30, 2020, the company had a net loss of approximately $23,000, consisting mainly of general and administrative expenses[100] - As of September 30, 2020, the company had a working capital deficit of approximately $360,000 and its liquidity needs were met by a $25,000 payment from the Sponsor and a $300,000 loan from the Sponsor[101][102] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the entity is exempt from providing detailed quantitative and qualitative disclosures about market risk - As a smaller reporting company, NextGen Acquisition Corporation is not required to provide quantitative and qualitative disclosures about market risk[110] Controls and Procedures Management assessed the effectiveness of disclosure controls and procedures as of September 30, 2020, reporting no material changes to internal controls - Based on an evaluation as of September 30, 2020, the chief executive officer and chief financial officer concluded that the company's disclosure controls and procedures were effective[111] - There were no changes to the company's internal control over financial reporting during the quarter ended September 30, 2020[113] PART II. OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, and other required disclosures for the reporting period Item 1. Legal Proceedings The company reports no legal proceedings during the period - There are no legal proceedings involving the company[116] Item 1A. Risk Factors No material changes have occurred to the risk factors previously disclosed in the company's IPO prospectus - No material changes have occurred to the risk factors disclosed in the IPO prospectus filed on October 7, 2020[117] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities This section details unregistered equity sales, including Founder Shares and Private Placement Warrants, and the allocation of IPO proceeds to a trust account - On July 31, 2020, the Sponsor acquired 10,062,500 Class B ordinary shares (Founder Shares) for $25,000 in an unregistered sale[118] - The Sponsor purchased a total of 6,333,334 Private Placement Warrants at $1.50 per warrant in unregistered sales, generating gross proceeds of $9.5 million[119] - Following the IPO and Over-Allotment, a total of $375.0 million of the net proceeds was placed in the Trust Account[122] Item 3. Defaults Upon Senior Securities The company reports no defaults upon senior securities - There are no defaults upon senior securities[124] Item 4. Mine Safety Disclosures Mine safety disclosures are not applicable to the company's operations - Mine safety disclosures are not applicable[125] Item 5. Other Information There is no additional information to disclose for this period - There is no other information to disclose for this period[126] Item 6. Exhibits This section lists all exhibits filed with the quarterly report, including key agreements and certifications - The report includes a list of filed exhibits, such as the Underwriting Agreement, Warrant Agreement, and various officer certifications[127]