PEVM / Phoenix Motor Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة فينيكس موتور
US ˙ OTCPK ˙ US71910P2039

الإحصائيات الأساسية
CIK 1879848
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Phoenix Motor Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
September 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 Phoenix Motor I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fi

August 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41414 Phoenix Mo

August 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 Phoenix Motor Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

August 5, 2025 EX-10.1

Form of Securities Purchase Agreement dated August 3, 2025 between Phoenix Motor Inc. and the Purchasers

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of August 3, 2025 (the “Effective Date”), is by and between [] (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”). Each of the Purchaser and the Company is referred

August 5, 2025 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2025 Date of Report (Date of earliest event reported) Phoenix Motor Inc.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2025 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

August 5, 2025 EX-4.1

Form of Warrant dated August 3, 2025

Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURIT

August 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2025 Phoenix Motor Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

July 31, 2025 EX-3.1

Certificate of Amendment to Certificate of Incorporation of Phoenix Motor Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF PHOENIX MOTOR INC. PHOENIX MOTOR INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: 1. The name of the Corporation is: Phoenix Motor Inc. 2. The Board of Directors of the Corporation has duly adopted resolutions (i) au

July 31, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

June 30, 2025 EX-10.1A

Original Cooperation Agreement (in Chinese) (for reference only)

Exhibit 10.1a 合作协议书 鉴于: l、孟州市恩博威汽车科技有限公司(下文简称”恩博威”)拥有整车生产及电池包生产相关厂房、设备、设施的使用权益,同时具有微型电动车生产备案、整车生产资质等合作资源。 2、山东茂林斯达汽车有限公司(下文简称”茂林斯达”)拥有多款车型知识产权、工程技术资料、完整的整车生产管理运营团队等核心要素。 3、Phoenix Motor Inc.(美国凤凰汽车公司,下文简称”凤凰汽车”),是美国知名的电动汽车开发商、全球商用电动汽车领域的先驱之一。凤凰汽车拟整合中国国内技术及生产资源,以现金投资方式快速形成具备整车研发、工程、技术、生产、销售及售后为一体的汽车公司。 4、结合恩博威、茂林斯达相关资源,凤凰汽车计划在河南孟州全资设立项目公司,作为主体进行整车生产、销售、研发、融资等经营活动。 5、GU LEI、刘士超、李小文共同持有孟州市恩博威汽车科技有限公司

June 30, 2025 EX-10.1

Translation of Cooperation Agreement, dated June 26, 2025, by and among Phoenix Motor Inc., Shandong Maolin Sida Automobile Co., Ltd., Mengzhou Enbowei Automobile Technology Co., Ltd. and the individual shareholders of Enbowei

Exhibit 10.1 Translation of Cooperation Agreement This is a translation of the original agreement executed in Chinese. In the event of any discrepancy between this English translation and the Chinese original, the Chinese version shall prevail. Recitals: 1. Mengzhou Enbowei Automobile Technology Co., Ltd. (“Enbowei”) owns the rights to use facilities, equipment, and plants related to vehicle and b

June 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 Phoenix Motor Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

June 27, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41414 Phoenix M

June 20, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Nu

May 30, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41414 Phoenix Motor Inc. (Exact name of registrant as specified in its c

May 30, 2025 EX-4.3

Description of Securities

Exhibit 4.3 PHOENIX MOTOR INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2024, Phoenix Motor Inc. (“we,” “our,” “us” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, $0.0004 par value per share (“

May 30, 2025 EX-97

Phoenix Motor Inc. Clawback Policy

Exhibit 97 PHOENIX MOTOR INC. (“the Company”) CLAWBACK POLICY November 22, 2023 Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has theref

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41414 CUSIP NUMBER 71910P 203 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

May 2, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

May 2, 2025 EX-99.1

Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter

Exhibit 99.1 Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter Anaheim, CA, May 2, 2025 – Phoenix Motor Inc. (Nasdaq: PEV) (the “Company”) today announced that it received a notice (the “Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is no longer in compliance with Listing Rule 5

April 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 Phoenix Motor Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

April 10, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

April 3, 2025 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

April 3, 2025 EX-10.1

Amendment to the Loan Agreement and Initial Note, dated April 2, 2025, by and between Phoenix Motor Inc. and J.J. Astor & Co.

Exhibit 10.1 Amendment to the Loan Agreement and Initial Note This amendment to the Loan Agreement dated on March 14, 2025 (“Loan Agreement”) between: (1) Phoenix Motor Inc., a Delaware corporation (the “Company”); and (2) J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”). is made on this 2nd day of April, 2025 (the “Addendum”). This Amendment forms a part o

April 1, 2025 NT 10-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41414 NOTIFICATION OF LATE FILING CUSIP NUMBER 71910P 203 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

April 1, 2025 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

DEFR14A 1 formdefr14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b

March 25, 2025 EX-99.1

Phoenix Motor Announces Board Approval of $5 Million Share Repurchase Program

Exhibit 99.1 Phoenix Motor Announces Board Approval of $5 Million Share Repurchase Program ANAHEIM, CA / ACCESSWIRE / March 25, 2025 / Phoenix Motor Inc. (NASDAQ:PEV), a leading manufacturer of heavy-duty transit buses and electrification solutions provider for medium-duty vehicles, today announced that its Board of Directors has authorized a share repurchase program under which the Company may re

March 25, 2025 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

March 21, 2025 EX-10.4

Registration Rights Agreement, dated as of March 14, 2025, by and between Phoenix Motor Inc. and J.J. Astor & Co.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 14, 2025 by and between Phoenix Motor Inc., a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (“Lender”). This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan

March 21, 2025 EX-4.1

Senior Secured Note dated March 14, 2025

Exhibit 4.1 Senior Secured Note THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR

March 21, 2025 EX-99.1

Phoenix Motor Inc. Announces Postponement of Annual Stockholders Meeting

Exhibit 99.1 Phoenix Motor Inc. Announces Postponement of Annual Stockholders Meeting ANAHEIM, CA, March 21, 2025 — Phoenix Motor Inc. (Nasdaq: PEV) (the “Company”) today announced that it has decided to postpone the Annual Meeting of Stockholders, which was originally scheduled for 11:00 AM Pacific Time today, March 21, 2025. The Company opted to delay the meeting to a future date, which will be

March 21, 2025 EX-99.1

Phoenix Motor Announces $6 Million Loan Financing Agreement to Support Expansion and Production Growth

Exhibit 99.1 Phoenix Motor Announces $6 Million Loan Financing Agreement to Support Expansion and Production Growth ANAHEIM, CA – March 19, 2025 — Phoenix Motor Inc. (Nasdaq: PEV), a leading manufacturer of heavy-duty transit buses and electrification solutions provider for medium-duty vehicles, today announced it has secured a $6 million loan financing agreement with J.J. Astor & Co. The funding

March 21, 2025 EX-10.2

Pledge and Security Agreement, dated as of March 14, 2025, by and among Phoenix Motor Inc., the other Debtors named therein and J.J. Astor & Co.

Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of March 14, 2025 is made and entered into by and among (x) Phoenix Motor Inc., a Delaware corporation (the “Company”); (y) Phoenix Cars, LLC, a Delaware limited liability company, Phoenix Motorcars Leasing, LLC a [Del

March 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 Phoenix Motor Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

March 21, 2025 EX-10.1

Loan Agreement, dated as of March 14, 2025, by and between Phoenix Motor Inc. and J.J. Astor & Co.

Exhibit 10.1 Execution Copy LOAN AGREEMENT This Loan Agreement (this “Agreement”) is dated as of March 14, 2025 (the “Agreement Date”) and is made and entered into between Phoenix Motor Inc., a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”). WHEREAS, the Company wishes to borrow the sum of up to $6,000,000 in two

March 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 Phoenix Motor Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

March 21, 2025 EX-10.3

Subsidiaries Guarantee, dated as of March 14, 2025, by the Guarantors named therein in favor of J.J. Astor & Co.

Exhibit 10.3 SUBSIDIARIES GUARANTEE THIS SUBSIDIARIES GUARANTEE, dated as of March 14, 2025 (this “Guarantee”), made by each of to Phoenix Cars, LLC, a Delaware limited liability company, Phoenix Motorcars Leasing, LLC a Delaware limited liability company and Edison Future International Co., Ltd. a Hong Kong corporation (together with any other entity that may become a party hereto as an Additiona

March 14, 2025 EX-16.1

Letter from Marcum Asia CPAs LLP regarding the change in the Registrant’s certifying accountant, dated March 14, 2025

Exhibit 16.1 March 14, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Phoenix Motor Inc. under Item 4.01 of its Form 8-K dated March 14, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Phoenix Motor Inc. contained therei

March 14, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 Phoenix Motor Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

March 11, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

February 28, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41414 Phoen

February 10, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

February 10, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No.1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001

February 10, 2025 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 Phoenix Motor Inc. (Exact name of registrant as specified in its charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fi

January 14, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

November 21, 2024 EX-99.1

Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter

Exhibit 99.1 Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter Anaheim, CA, November 21, 2024 – Phoenix Motor Inc. (NASDAQ: PEV) (the “Company”) today announced that it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) on November 20, 2024 due to the Company’s non-compliance with Nasdaq Listing Rule 52

November 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Phoenix Motor I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fi

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41414 CUSIP NUMBER 71910P 203 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

November 6, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2427411d3ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Phoenix Motor Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated

November 6, 2024 SC 13G/A

PEV / Phoenix Motor Inc. / YA II PN, Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 tm2427411d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE 13G Under the Securities Exchange Act of 1934 Phoenix Motor Inc. (Name of Issuer) Common Stock, par value $0.0004 per share (Title of Class of Securities) 71910P203 (CUSIP Number) September 30, 2024 (Date of Event, which Requires Filing of this Statement) Ch

October 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41414 Phoenix Mo

October 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Phoenix Motor In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2024 Phoenix Motor Inc. (Exact name of registrant as specified in its charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

October 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 Phoenix Motor Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 Phoenix Motor Inc. (Exact name of registrant as specified in its charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

October 3, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41414 Phoenix M

October 1, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 Phoenix Motor Inc. (Exact name of registrant as specified in its charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporatio

August 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 Phoenix Motor Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

August 21, 2024 EX-99.1

Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter

Exhibit 99.1 Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter Anaheim, CA, August 21, 2024 – Phoenix Motor Inc. (NASDAQ: PEV) (the “Company”) today announced that it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) on August 16, 2024 due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c

May 30, 2024 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement PHOENIX MOTOR INC. (Name of Regis

May 29, 2024 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 Phoenix Motor Inc. (

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Nu

May 29, 2024 EX-99.1

Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter

Exhibit 99.1 Phoenix Motor Inc. Announces Receipt of Nasdaq Listing Delinquency Letter Anaheim, CA, May 29, 2024 – Phoenix Motor Inc. (NASDAQ: PEV) (the “Company”) today announced that it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) on May 22, 2024 due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (

May 21, 2024 8-K

Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Nu

May 20, 2024 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement PHOENIX MOTOR INC. (Name of Regis

May 20, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Nu

May 20, 2024 8-K

Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Nu

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41414 CUSIP NUMBER 71910P 203 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2024 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans

May 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

April 26, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

April 18, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

April 18, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

April 17, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporatio

April 16, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

April 16, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

April 15, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41414 Phoenix Motor Inc. (Exact name of registrant as

April 15, 2024 EX-4.3

Description of Securities

Exhibit 4.3 PHOENIX MOTOR INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2023, Phoenix Motor Inc. (“we,” “our,” “us” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, $0.0004 par value per share (“

April 15, 2024 EX-97

Phoenix Motor Inc. Clawback Policy

EXHIBIT 97 PHOENIX MOTOR INC. (“the Company”) CLAWBACK POLICY November 22, 2023 Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has theref

April 10, 2024 EX-99.1

Index to Financial Statements

Exhibit 99.1 Index to Financial Statements Page Report of Independent Registered Public Accounting Firm 1 Balance Sheets as of December 31, 2023 and 2022 2 Statements of Operations for the years ended December 31, 2023 and 2022 3 Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 4 Statements of Cash Flows for the years ended December 31, 2023 and 2022 5 Notes to the

April 10, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 PHOENIX MOTOR INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporat

April 10, 2024 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 13, 2023, Phoenix Motor Inc. (“Phoenix Motor” or the “Company”) entered into two Asset Purchase Agreements (collectively, the “Asset Purchase Agreements”) with Proterra, Inc. and its subsidiary, Proterra Operating Company, Inc. (collectively, “Proterra”), pursuant to which Phoenix Motor agreed to purchase substan

April 8, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

March 26, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL   NOTIFICATION OF LATE FILING SEC FILE NUMBER 001          41414 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D CUSIP NUMBER ¨ Form N-CEN ¨ Form N-CSR   719                   10P              203 For Period Ended: December 31, 2023                 ¨ Transition Report on Form 1

March 13, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

February 29, 2024 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ¨Preliminary Information Statement x Definitive Information Statement ¨ Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) PHOENIX MOTOR INC. (Name of Company

February 20, 2024 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: x Preliminary Information Statement ¨ Definitive Information Statement ¨ Confidential for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) PHOENIX MOTOR INC. (Name of Compan

February 15, 2024 EX-4.1

Form of Warrant dated January 25, 2024

EXHIBIT 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURIT

February 15, 2024 8-K/A

Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 15, 2024 {January 25, 2024) Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdi

February 13, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm246126d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Phoenix Motor Inc is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated u

February 13, 2024 SC 13G/A

PEV / Phoenix Motor Inc. / YA II PN, Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 tm246126d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Phoenix Motor Inc (Name of Issuer) Common Shares, with a par value $0.0004 per share (Title of Class of Securities) 71910P203 (CUSIP Number) December 31, 2023 (Date of Event, which Requires Filing of this Statement

February 12, 2024 EX-4.1

Form of Warrant

Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURIT

February 12, 2024 EX-99.1

Phoenix Motor Inc. Announces Pricing of $1.6 Million Registered Direct Offering

Exhibit 99.1 Phoenix Motor Inc. Announces Pricing of $1.6 Million Registered Direct Offering Anaheim, CA, February 8, 2024 - Phoenix Motor Inc. (Nasdaq: PEV) (the “Company” or “Phoenix”), a leading electrification solutions provider for medium-duty vehicles, announced today that it has entered into a securities purchase agreement with certain accredited investors for the purchase and sale of purch

February 12, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of February 7, 2024 (the “Effective Date”), is by and between Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”), and each purchaser identified on the signature pages hereto (each, includ

February 12, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2024 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

February 8, 2024 424B5

PHOENIX MOTOR INC. 1,415,929 Shares of Common Stock

Pursuant to Rule 424(b)(5) Registration No. 333-273252 PROSPECTUS SUPPLEMENT (To Prospectus dated July 26, 2023) PHOENIX MOTOR INC. 1,415,929 Shares of Common Stock We are offering 1,415,929 shares of our common stock, par value $0.0004 per share (“Common Stock”), in a registered direct offering directly to investors without a placement agent or underwriter at an offering price of $1.13 per share

February 2, 2024 EX-4.1

Form of Warrant

Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURIT

February 2, 2024 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of January 29, 2024 (the “Effective Date”), is by and between Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”), and each purchaser identified on the signature pages hereto (each, includ

February 2, 2024 EX-99.1

Phoenix Motor Inc. Announces Pricing of $4.8 Million Registered Direct Offering

Exhibit 99.1 Phoenix Motor Inc. Announces Pricing of $4.8 Million Registered Direct Offering Anaheim, CA, January 30, 2024 - Phoenix Motor Inc. (Nasdaq: PEV) (the “Company” or “Phoenix”), a leading electrification solutions provider for medium-duty vehicles, announced today that it has entered into a securities purchase agreement with certain accredited institutional investors for the purchase and

February 2, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 29, 2024 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

January 31, 2024 EX-4.1

Form of Warrant dated January 25, 2024

EXHIBIT 4.1 EXHIBIT A WARRANT TO PURCHASE COMMON STOCK THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

January 31, 2024 EX-10.1

Securities Purchase Agreement dated January 4, 2024 between Phoenix Motor Inc. and the Purchaser.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of January 4, 2024 (the “Effective Date”), is by and between Gaoan Capital Management LLC, a limited liability company formed under the laws of California with its principal office at 1239 Talbryn Dr, Belmont, CA 94002 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under th

January 31, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 25, 2024 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

January 30, 2024 424B5

4,196,370 Shares of Common Stock

 Filed Pursuant to Rule 424(b)(5)  Registration No. 333-273252 PROSPECTUS SUPPLEMENT (To Prospectus dated July 26, 2023) 4,196,370 Shares of Common Stock We are offering 4,196,370 shares of our common stock, par value $0.0004 per share (“Common Stock”), in a registered direct offering directly to investors without a placement agent or underwriter at an offering price of $1.15 per share of Common S

January 17, 2024 EX-99.1

Phoenix Completes Purchase of Proterra’s Transit Business Acquisition Adds Full-size All-electric Transit Buses to the Company’s Existing Medium-duty Offering

Exhibit 99.1 Phoenix Completes Purchase of Proterra’s Transit Business Acquisition Adds Full-size All-electric Transit Buses to the Company’s Existing Medium-duty Offering Anaheim, California (January 12, 2024) – Phoenix Motor Inc. (Nasdaq: PEV) (“Company” or “Phoenix”), a leading electrification solutions provider for medium-duty vehicles, today announced that it has completed the acquisition of

January 17, 2024 EX-10.1

Securities Purchase Agreement dated January 11, 2024

Exhibit 10.1   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”), dated as of January 11, 2024 (the “Effective Date”), is by and between Phoenix Motor Inc., a company incorporated under the laws of the Delaware with its principal office at 1500 Lakeview Loop, Anaheim, CA 92807 (the “Company”) and each purchaser identified on the signature pages hereto (each, inc

January 17, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 11, 2024 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

January 17, 2024 EX-4.1

Form of Warrant dated January 11, 2024

Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURIT

January 4, 2024 EX-10.4

First Purchase Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023

Exhibit 10.4 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of December 29, 2023 (the “Effective Date”), is by and between Ultimate Automotive Engineering Inc, a company incorporated under the laws of the California with its principal office at 14736 Valley Blvd, Ste B9, La Puente, CA 91746 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of

January 4, 2024 EX-10.5

Second Service Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023

Exhibit 10.5 SERVICE AGREEMENT PARTY A “EdisonFuture Motor Inc.”, an entity incorporated under the laws of Delaware US, and Party B “Ultimate Automotive Engineering Inc.” an entity incorporated under the laws of California US, desire to enter into this Agreement to permit PARTY A to use Party B’s products and services as further set forth in this Agreement. This Agreement consists of the following

January 4, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 29, 2023 Date of Report (Date of earliest event reported) Phoenix Motor In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 29, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

January 4, 2024 EX-10.2

Purchase Agreement with IAT Automobile Design LLC, dated December 29, 2023

Exhibit 10.2 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of December 29,2023 (the “Effective Date”), is by and between IAT Automobile Design LLC, a company incorporated under the laws of the California with its principal office at 2000 Wattles Dr. Los Angeles, CA 90046 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of the Delaware with

January 4, 2024 EX-10.1

Settlement Agreement with IAT Automobile Design LLC, dated December 29, 2023

Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (the "Agreement") is made and entered into as of December 29, 2023, by and among: IAT Automobile Design LLC, a California Limited Liability Company with its principal office at 2000 Wattles Dr. Los Angeles, CA 90046 (hereinafter referred to as “IAT”). EdisonFuture Motor Inc., a Delaware corporation with its principal office at 6950 Presto

January 4, 2024 EX-10.3

First Service Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023

Exhibit 10.3 SERVICE AGREEMENT PARTY A “EdisonFuture Motor Inc.”, an entity incorporated under the laws of Delaware US, and Party B “Ultimate Automotive Engineering Inc.”. an entity incorporated under the laws of California US, desire to enter into this Agreement to permit PARTY A to use Party B’s products and services as further set forth in this Agreement. This Agreement consists of the followin

January 4, 2024 EX-10.6

Second Purchase Agreement with Ultimate Automotive Engineering Inc, dated December 29, 2023

Exhibit 10.6 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”), dated as of December 29, 2023 (the “Effective Date”), is by and between Ultimate Automotive Engineering Inc, a company incorporated under the laws of the California with its principal office at 14736 Valley Blvd, Ste B9, La Puente, CA 91746 (the “Purchaser”), and Phoenix Motor Inc., a company incorporated under the laws of

January 2, 2024 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 28, 2023 Date of Report (Date of earliest event reported) Phoenix Motor In

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 28, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

December 14, 2023 424B3

Phoenix Motor Inc. Up to 32,291,667 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275758 PROSPECTUS Phoenix Motor Inc. Up to 32,291,667 Shares of Common Stock The selling stockholder of Phoenix Motor Inc. ( “we,” “us” or the “Company”) identified in this prospectus may offer and resell under this prospectus up to 32,291,667 shares of our common stock. The number of shares of common stock offered for resale consists of the fo

December 12, 2023 8-K

Submission of Matters to a Vote of Security Holders

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 11, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

December 11, 2023 CORRESP

Phoenix Motor Inc. 1500 Lakeview Loop Anaheim, CA 92807

Phoenix Motor Inc. 1500 Lakeview Loop Anaheim, CA 92807 VIA EDGAR December 11, 2023 U.S. Securities & Exchange Commission Office of Manufacturing Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attn: Sarah Sidwell Re: Phoenix Motor Inc. Registration Statement on Form S-1 Filed November 27, 2023 File No. 333-275758 Dear Ms. Sidwell, Pursuant to Rule 461 under the Securities Ac

November 27, 2023 EX-FILING FEES

Filing Fee Table**

EXHIBIT 107 Form S-1 (Form Type) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Newly Registered Securities Fee

November 27, 2023 S-1

As filed with the Securities and Exchange Commission on November 27, 2023

` As filed with the Securities and Exchange Commission on November 27, 2023 Registration No.

November 17, 2023 EX-2.2

Asset Purchase Agreement, dated November 13, 2023, for Proterra Battery Lease Agreements

Exhibit 2.2 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and among PROTERRA INC, PROTERRA OPERATING COMPANY, INC. (“Sellers”) and PHOENIX MOTOR, INC. (“Purchaser”) DATED AS OF NOVEMBER 13, 2023 TABLE OF CONTENTS Page Article I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Construction of Certain Terms and Phrases 14 Article II Purchase and Sale and Assumption 15 Section 2.1 Purchase

November 17, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 13, 2023 Date of Report (Date of earliest event reported) Phoenix Motor In

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 13, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

November 17, 2023 EX-99.1

Phoenix Motorcars Announces Successful Bid for the Proterra Transit Business

Exhibit 99.1 Phoenix Motorcars Announces Successful Bid for the Proterra Transit Business ANAHEIM, CA - November 14, 2023 / Phoenix Motor Inc. (Nasdaq:PEV) ("Company" or "Phoenix"), a leading electrification solutions provider for medium-duty vehicles, today announced that it was the successful bidder to acquire the Proterra Transit business line ("Proterra Transit") from Proterra Inc. ("Proterra"

November 17, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

November 17, 2023 EX-2.1

Asset Purchase Agreement, dated November 13, 2023, for Proterra Transit Business Unit

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT by and among PROTERRA INC., PROTERRA OPERATING COMPANY, INC. (“Sellers”) and PHOENIX MOTOR, INC. (“Purchaser”) DATED AS OF: November 13, 2023 TABLE OF CONTENTS Page ARTICLE I Definitions 1 Section 1.1 Certain Definitions 1 Section 1.2 Construction of Certain Terms and Phrases 18 ARTICLE II Purchase and Sale and Assumption 19 Section 2.1 Purcha

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 14, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 14, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

November 14, 2023 EX-99.1

Phoenix Motor Inc. Announces Third Quarter 2023 Financial Results

Exhibit 99.1 Phoenix Motor Inc. Announces Third Quarter 2023 Financial Results Anaheim, California (November 14, 2023) – Phoenix Motor Inc. (Nasdaq: PEV) (the “Company” or “Phoenix”), a leader in manufacturing of all-electric, medium-duty vehicles, today reported financial and operational results for the third quarter of 2023. Third Quarter 2023 Financial Highlights · Net revenues decreased 30% to

November 13, 2023 EX-10.3

Registration Rights Agreement, dated as of November 10, 2023

  Exhibit 10.3   REGISTRATION RIGHTS AGREEMENT   This Registration Rights AGREEMENT (the “Agreement”), dated as of November 10, 2023, by and between PHOENIX MOTOR INC., a Delaware corporation (the “Company”), and JAK OPPORTUNITIES II LLC, a Delaware limited liability company (the “Investor”).   RECITALS:   Whereas, the Company and Investor have entered into that certain securities purchase agreeme

November 13, 2023 EX-10.2

Form of November 2023 Convertible Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 13, 2023).*

  Exhibit 10.2   THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

November 13, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

November 13, 2023 EX-10.1

Second Securities Purchase Agreement, dated as of November 10, 2023, by and between the Registrant and JAK Opportunities II, LLC*

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of November 10, 2023, by and between Phoenix Motor Inc., a Delaware corporation (the “Company”), and JAK Opportunities II LLC, a Delaware limited liability corporation (the “Investor”). BACKGROUND A.          The b

November 13, 2023 EX-4.1

Execution Warrant, dated as of November 10, 2023

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

November 13, 2023 EX-4.2

Form of Closing Warrant

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

November 6, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

October 27, 2023 EX-10.1

First Amendment, dated as of October 26, 2023, to the Securities Purchase Agreement dated as of June 23, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2023).*

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of October 26, 2023, by and between PHOENIX MOTOR INC., a Delaware corporation (the “Company”), and JAK Opportunities II LLC, a Delaware limited liability company (the “Investor”). WHEREAS: A.            The Company and the Investor executed and delivered

October 27, 2023 EX-4.1

Form of October 2023 Warrant dated October 26, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 27, 2023).*

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

October 27, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 26, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

October 23, 2023 EX-99.1

Phoenix Motor Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Phoenix Motor Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement Anaheim, Calif.- October 23, 2023- Phoenix Inc. (NASDAQ: PEV) (“Phoenix” or the “Company”), a leading electrification solutions provider for medium-duty vehicles, today announced that it has received formal notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC indicating that Phoenix

October 23, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 23, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

October 17, 2023 EX-99.1

Phoenix Motor Inc. Granted 180-Day Extension to Meet Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 Phoenix Motor Inc. Granted 180-Day Extension to Meet Nasdaq Minimum Bid Price Requirement Anaheim, California (October 17, 2023) – Phoenix Motor Inc. (Nasdaq: PEV) ("Company" or "Phoenix"), a leading electrification solutions provider for medium-duty vehicles, today announced that it has received a notification letter from Nasdaq Stock Market LLC (“Nasdaq”) that the Company has been g

October 17, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 17, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

October 16, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 16, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

October 16, 2023 EX-1

Joint Filing Agreement, dated as of October 6, 2023.

EXHIBIT 1 JOINT FILING AGREEMENT We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by either or all of us will be filed, on behalf of each of us.

October 16, 2023 SC 13D

PEV / Phoenix Motor Inc / Palo Alto Clean Tech Holding Ltd - FORM SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Phoenix Motor Inc. (Name of Issuer) Common Stock, par value $0.004 per share (Title of Class of Securities) 71910P 203 (CUSIP Number) Mr. Xiaofeng Peng Director Palo Alto Clean Tech Holding Limited 740 Mayview Avenue, Palo Alto, CA 94303 Tel No.: 888-575-

August 21, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 18, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 18, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

August 21, 2023 EX-99.2

Transcript: 2Q 2023 Earnings Call August 15, 2023

Exhibit 99.2 Transcript: 2Q 2023 Earnings Call August 15, 2023 Operator Welcome to the second quarter 2023 Phoenix Motors Inc. earnings conference call. My name is Briana and I'll be your operator for today's call. As a reminder, this call is being recorded and all participants are in a listen-only mode. It is now my pleasure to introduce Mark Hastings, Senior Vice President of Corporate Developme

August 21, 2023 EX-99.1

Phoenix Motor Inc. Announces Second Quarter 2023 Financial Results

Exhibit 99.1 Phoenix Motor Inc. Announces Second Quarter 2023 Financial Results Anaheim, California (August 14, 2023) – Phoenix Motor Inc. (Nasdaq: PEV) (the “Company” or “Phoenix”), a leader in manufacturing of all-electric, medium-duty vehicles, today reported financial and operational results for the second quarter of 2023. Second Quarter 2023 Financial Highlights · Net revenues decreased 23% t

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 33

August 3, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 2, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 2, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

August 3, 2023 EX-99.1

TWO BRANDS • Established in 2003, approaching 20 years of EV experience • 50+ customers and over 100 vehicles deployed • Over 4 million miles on the road COMMERCIAL VEHICLES LIGHT DUTY VEHICLES • Company launched in 2020 - Pickup Truck and Delivery V

Exhibit 99.1 Phoenix Motor Inc Investor Presentation, August 2023 DISCLAIMER& SAFE HARBOR STATEMENT This presentation (together with oral statements made in connection herewith, this “Presentation”) is for informational purposes only. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any sta

July 24, 2023 CORRESP

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807 VIA EDGAR July 24, 2023 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Phoenix Motor Inc. Registration Statement on Form S-3 File No. 333-273252 Ladies and Gentlemen: Phoenix Motor Inc. hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m. on Wed

July 14, 2023 EX-FILING FEES

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables S-3 (Form Type) PHOENIX MOTOR INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered(2) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(4)(5) Carry Fo

July 14, 2023 S-3

As filed with the Securities and Exchange Commission on July 14, 2023

As filed with the Securities and Exchange Commission on July 14, 2023 Registration No.

June 27, 2023 EX-10.1

Securities Purchase Agreement, dated as of June 23, 2023, by and among Phoenix Motor Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2023).*

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of June 23, 2023, by and between Phoenix Motor Inc., a Delaware company (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and col

June 27, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 23, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 23, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Nu

June 27, 2023 EX-10.2

Form of June 2023 Convertible Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 27, 2023).*

Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILAB

June 7, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 6, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (E

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 6, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Num

May 18, 2023 EX-99.2

Transcript: 1Q 2023 Earnings Call May 15, 2023

Exhibit 99.2 Transcript: 1Q 2023 Earnings Call May 15, 2023 Operator Welcome to the first quarter 2023 Phoenix Motors Inc. earnings conference call. My name is [XXX] and I'll be your operator for today's call. As a reminder, this call is being recorded and all participants are in a listen-only mode. All questions can be directed after the call to [email protected]. It is now my pleasure to intr

May 18, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (E

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Num

May 18, 2023 EX-99.1

Phoenix Motor Inc. Announces First Quarter 2023 Financial Results

Exhibit 99.1 Phoenix Motor Inc. Announces First Quarter 2023 Financial Results Anaheim, California (May 15, 2023) – Phoenix Motor Inc. (Nasdaq: PEV) (“Company” or “Phoenix”), a leader in manufacturing of all-electric, medium-duty vehicles, today reported financial and operational results for the first quarter of 2023. First Quarter 2023 Financial Highlights · Net revenues increased 165.4% to $1.8

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 3

April 21, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2023 (April 18, 2023) Date of Report (Date of earliest event reported) Ph

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2023 (April 18, 2023) Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (

March 31, 2023 EX-4.3

Exhibit 4.3

Exhibit 4.3 PHOENIX MOTOR INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, Phoenix Motor Inc. (“we,” “our,” “us” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its common stock, $0.0004 par value per share (“

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41414 Phoenix Motor Inc. (Exact name of registrant as

March 30, 2023 EX-99.2

Transcript: 4Q and Full Year 2022 Earnings Call March 29, 2023

Exhibit 99.2 Transcript: 4Q and Full Year 2022 Earnings Call March 29, 2023 Operator Welcome to the fourth quarter 2022 Phoenix Motors Inc. earnings conference call. My name is Nael and I'll be your operator for today's call. As a reminder, this call is being recorded and all participants are in a listen-only mode. All questions can be directed after the call to [email protected]. It is now my

March 30, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 29, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

March 30, 2023 EX-99.1

Phoenix Motor Inc. Announces Unaudited Fourth Quarter and Full Year 2022 Financial Results1

Exhibit 99.1 Phoenix Motor Inc. Announces Unaudited Fourth Quarter and Full Year 2022 Financial Results1 Anaheim, California (March 29, 2022) – Phoenix Motor Inc. (Nasdaq: PEV) (“Company” or “Phoenix”), a leader in manufacturing of all-electric, medium-duty vehicles, today announced its unaudited results for the fourth quarter and full year ended December 31, 2022. The audited financial statements

March 13, 2023 8-K

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 13, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc.

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 13, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

January 18, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 17, 2023 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

January 18, 2023 EX-99.1

Phoenix Motor, Inc Investor Presentation, January 2023

EX-99.1 2 tm233603d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Phoenix Motor, Inc Investor Presentation, January 2023 DISCLAIMER This presentation contains forward - looking statements as defined by the Private Securities Litigation Reform Act of 1995 . Forward - looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumption

December 21, 2022 8-K

Termination of a Material Definitive Agreement

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 15, 2022 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

December 20, 2022 424B3

Up to $10,000,000 Phoenix Motor Inc. Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration Statement No. 333-268760? ? Up to $10,000,000 Phoenix Motor Inc. Common Stock ? Phoenix Motor Inc. (the ?Company? or ?Phoenix?) entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (?Yorkville? or ?Selling Stockholder?) on November 22, 2022 (the ?Purchase Agreement?). Pursuant to the Purchase Agreement, the Company

December 16, 2022 CORRESP

PHOENIX MOTOR, INC. 1500 Lakeview Loop Anaheim, CA

CORRESP 1 filename1.htm PHOENIX MOTOR, INC. 1500 Lakeview Loop Anaheim, CA December 16, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Phoenix Motor, Inc. Registration Statement on Form S-1, originally filed December 12, 2022 File No. 333-268760 Ladies and Gentlemen: Phoenix Motor, Inc. (the “Reg

December 16, 2022 S-1/A

As filed with the Securities and Exchange Commission on December 16, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 16, 2022 Registration No.

December 15, 2022 S-1/A

As filed with the Securities and Exchange Commission on December 15, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 15, 2022 Registration No.

December 12, 2022 S-1

As filed with the Securities and Exchange Commission on December 12, 2022

Table of Contents As filed with the Securities and Exchange Commission on December 12, 2022 Registration No.

December 12, 2022 EX-FILING FEES

Filing Fee Table*

EX-FILING FEES 4 pev-20220930xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) PHOENIX MOTOR INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rat

November 28, 2022 DRS/A

Confidentially submitted to the Securities and Exchange Commission on November 28, 2022 as Amendment No. 1 to the initial confidential submission. This draft registration statement has not been publicly filed with the Securities and Exchange Commissi

DRS/A 1 filename1.htm TABLE OF CONTENTS Confidentially submitted to the Securities and Exchange Commission on November 28, 2022 as Amendment No. 1 to the initial confidential submission. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED STATES SECURIT

November 28, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 22, 2022 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

November 28, 2022 EX-10.1

Standby Equity Purchase Agreement, dated November 22, 2022, by and between Phoenix Motor Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-41414), filed with the SEC on November 28, 2022.*

Exhibit 10.1 Execution Version STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this ?Agreement?) dated as of November 22, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and Phoenix Motor Inc., a company incorporated under the laws of the State of Delaware (the ?Company?). WHEREAS, the parties desire that, upon the

November 23, 2022 SC 13G

US71910P2039 / PHOENIX MOTOR INC / YA II PN, Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Phoenix Motor Inc (Name of Issuer) Common Shares, with a par value $0.0004 per share (Title of Class of Securities) 71910P203 (CUSIP Number) November 22, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

November 23, 2022 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Phoenix Motor Inc is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as

November 16, 2022 EX-99.1

Phoenix Motor Inc. Announces Third Quarter 2022 Financial and Operational Results Provides Business Update Detailing Future Growth Plans

Exhibit 99.1 Phoenix Motor Inc. Announces Third Quarter 2022 Financial and Operational Results And Provides Business Update Detailing Future Growth Plans Anaheim, California (November 14, 2022) ? Phoenix Motor Inc. (Nasdaq: PEV) (?Company? or ?Phoenix?), a leader in manufacturing of all-electric, medium-duty vehicles, today announced its financial results for the third quarter ended September 30,

November 16, 2022 EX-99.2

Script: 3Q 2022 Earnings Call November 14, 2022

Exhibit 99.2 Script: 3Q 2022 Earnings Call November 14, 2022 Operator Welcome to the third quarter 2022 Phoenix Motors Inc. earnings conference call. My name is Emma and I'll be your operator for today's call. As a reminder, this call is being recorded and all participants are in a listen-only mode. All questions can be directed after the call to [email protected]. It is now my pleasure to intr

November 16, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 14, 2022 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission Fil

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 28, 2022 8-K

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 25, 2022 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

October 28, 2022 EX-99.2

Phoenix Motorcars Further Strengthens Its Senior Management Team by Adding Dr. Frank Lee and Dr. Bo Yang

Exhibit 99.2 Phoenix Motorcars Further Strengthens Its Senior Management Team by Adding Dr. Frank Lee and Dr. Bo Yang Anaheim, California (October 28, 2022) ? Phoenix Motor Inc. (Nasdaq: PEV) (?Company? or ?Phoenix?), a leader in manufacturing all-electric, medium-duty vehicles, today announced the appointments of Dr. Frank Lee as Vice President of Engineering, and Dr. Bo Yang as Vice President of

October 28, 2022 EX-99.1

Phoenix Motorcars and Pegasus Specialty Vehicles Enter Partnership to Develop Type A Electric School Buses Agreement targets at least 300 school buses over the next three years

EX-99.1 2 tm2229166d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Phoenix Motorcars and Pegasus Specialty Vehicles Enter Partnership to Develop Type A Electric School Buses Agreement targets at least 300 school buses over the next three years Anaheim, California (October 27, 2022) – Phoenix Motor Inc. (Nasdaq: PEV) (“Company” or “Phoenix”), a leader in manufacturing of all-electric, medium-duty vehicles,

October 11, 2022 8-K

Financial Statements and Exhibits, Other Events

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 10, 2022 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

October 11, 2022 EX-99.1

Phoenix Motorcars Engages IAT Automobile Technology to Advance Gen 4 Development Accelerates development time, increases quality and reduces costs of Phoenix’s Gen 4 vehicles

Exhibit 99.1 Phoenix Motorcars Engages IAT Automobile Technology to Advance Gen 4 Development Accelerates development time, increases quality and reduces costs of Phoenix?s Gen 4 vehicles Anaheim, California (October 10, 2022) ? Phoenix Motor Inc. (Nasdaq: PEV) (?Company? or ?Phoenix?), a pioneer in the manufacturing of all-electric, medium-duty vehicles, and IAT Automobile Technology Co., Ltd. (S

September 23, 2022 DRS

Confidentially submitted to the Securities and Exchange Commission on September 22, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

DRS 1 filename1.htm TABLE OF CONTENTS Confidentially submitted to the Securities and Exchange Commission on September 22, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM S-1 REGISTRATION STATEMENT

August 17, 2022 EX-99.1

Phoenix Motor Inc. Announces Second Quarter 2022 Financial and Operational Results

Exhibit 99.1 Phoenix Motor Inc. Announces Second Quarter 2022 Financial and Operational Results Anaheim, California (August 15, 2022) – Phoenix Motor Inc. (Nasdaq: PEV) (“Company” or “Phoenix”), a leader in manufacturing of all-electric, medium-duty vehicles, today announced its financial results for the second quarter ended June 30, 2022. Financial Highlights Second Quarter · Revenue totaled $1.5

August 17, 2022 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2022 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File

August 17, 2022 EX-99.2

August 15, 2022

Exhibit 99.2 Script: 2Q 2022 Earnings Call August 15, 2022 Operator Welcome to the second quarter 2022 Phoenix Motor Inc earnings conference call. All participants are in a listen-only mode. All questions can be directed after the call to [email protected]. I will now turn the call over to Senior Vice President and Head of Investor Relations, Mark Hastings. Mark Hastings, SVP & Head of IR, Phoe

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2022 Date of Report (Date of earliest event reported) Phoenix Motor Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File N

June 29, 2022 S-8

As filed with the Securities and Exchange Commission on June 29, 2022

As filed with the Securities and Exchange Commission on June 29, 2022 Registration No.

June 29, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Phoenix Motor Inc.

June 13, 2022 EX-1.1

Underwriting Agreement, dated June 7, 2022, by and between the Registrant and Prime Number Capital, LLC

Exhibit 1.1 Execution Version PHOENIX MOTOR INC. UNDERWRITING AGREEMENT June 7, 2022 Prime Number Capital, LLC 14 Myrtle Drive Great Neck, NY 11021 Tel.: 212-590-2303 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Phoenix Motor Inc., a Delaware company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriter

June 13, 2022 EX-10.1

Indemnification Escrow Agreement, dated as of June 7, 2022, by and among the Registrant, Prime Number Capital, LLC and Wilmington Trust, National Association, as escrow agent

Exhibit 10.1   Execution Version   ESCROW AGREEMENT   This Escrow Agreement dated this 7th day of June, 2022 (the “Escrow Agreement”), is entered into by and among Phoenix Motor Inc., a Delaware company (the “Company” or “Phoenix Motor”), having an address at 1500 Lakeview Loop, Anaheim, CA 92807, Prime Number Capital LLC, having an address at 14 Myrtle Drive, Great Neck, New York 11021, as the re

June 13, 2022 EX-10.2

Form of Indemnification Agreement

Exhibit 10.2 PHOENIX MOTOR, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of June , 2022and is between Phoenix Motor, Inc., a Delaware corporation (the “Company”), and the undersigned indemnified party (the “Indemnitee”). RECITALS A. Indemnitee’s service to the Company substantially benefits the Company. B. Individuals are reluctant to serve as direct

June 13, 2022 EX-99.1

Phoenix Motor Inc. Announces Closing of $15,750,000 Initial Public Offering

Exhibit 99.1 Phoenix Motor Inc. Announces Closing of $15,750,000 Initial Public Offering Anaheim, California, June 10, 2022 /BUSINESS WIRE/ - Phoenix Motor Inc. (“Phoenix” or the “Company”) (NASDAQ: PEV), a California based company that designs, assembles, and integrates electric drive systems and light and medium duty electric vehicles (“EVs”), today announced the closing of its initial public of

June 13, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 tm2218220d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 PHOENIX MOTOR INC. (Exact name of registrant as specified in its charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of i

June 9, 2022 424B4

2,100,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration Nos. 333-261384 PROSPECTUS 2,100,000 Shares Common Stock This is an initial public offering of shares of common stock of Phoenix Motor Inc. We are offering 2,100,000 shares of our common stock, par value $0.0004 per share, at an initial public offering price of $7.50 per share. Our shares of common stock are listed on The Nasdaq Cap

June 8, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2022 PHOENIX MOTOR INC. (Exact name of registrant as specified in its charter) Delaware 001-41414 85-4319789 (State or other jurisdiction of incorporation) (Commission File Nu

June 8, 2022 EX-99.1

Phoenix Motor Inc. Announces Pricing of $15,750,000 Initial Public Offering

Exhibit 99.1 Phoenix Motor Inc. Announces Pricing of $15,750,000 Initial Public Offering Anaheim, California, June 7, 2022 ? Phoenix Motor Inc. (?Phoenix? or the ?Company?) (NASDAQ: PEV), a California based company that designs, assembles, and integrates electric drive systems and light and medium duty electric vehicles (?EVs?), today announced the pricing of its initial public offering (the ?Offe

June 7, 2022 8-A12B

the description of our common stock set forth in our registration statement on Form 8-A, filed with the SEC on June 7, 2022, including any amendments thereto or reports filed for the purposes of updating this description.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PHOENIX MOTOR INC.

June 6, 2022 CORRESP

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807

CORRESP 1 filename1.htm PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807 June 6, 2022 VIA EDGAR Division of Corporation Finance Office of Manufacturing U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Jennifer Angelini RE: Phoenix Motor Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-261384) (the “Registration Statement”) Dea

June 6, 2022 CORRESP

Prime Number Capital LLC 14 Myrtle Drive Great Neck, NY 11021

CORRESP 1 filename1.htm Prime Number Capital LLC 14 Myrtle Drive Great Neck, NY 11021 June 6, 2022 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Phoenix Motor, Inc. Registration Statement on Form S-1, as amended File No. 333-261384 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulati

June 1, 2022 FWP

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated May 31, 2022 Relating to the Preliminary Prospectus dated May 24, 2022 Registration No. 333-261384 PHOENIX MOTOR INC. Investor Presentation, May 2022

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated May 31, 2022 Relating to the Preliminary Prospectus dated May 24, 2022 Registration No.

May 24, 2022 EX-4.2

Form of Representative’s Warrant (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File no. 333-261384) filed with the Commission on May 24, 2022.

EX-4.2 5 tm2122230d27ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHA

May 24, 2022 EX-4.1

Form of Common Stock Certificate**

EX-4.1 4 tm2122230d27ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER SHARES C PHOENIX MOTOR INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK PAR VALUE $0.0004 PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF PHOENIX MOTOR INC. transferable on the books of the Company in person or by duly a

May 24, 2022 EX-FILING FEES

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) PHOENIX MOTOR INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration

May 24, 2022 EX-1.1

Form of Underwriting Agreement**

Exhibit 1.1 Phoenix Motor INC. UNDERWRITING AGREEMENT [●], 2022 Prime Number Capital, LLC 14 Myrtle Drive Great Neck, NY 11021 Tel: 212-590-2303 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Phoenix Motor Inc., a Delaware company (the “Company”), hereby confirms its agreement (this “Agreement”) with several underwriters (such underwriters,

May 24, 2022 EX-10.22

Form of Indemnification Escrow Agreement (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No. 333-261384), filed with the SEC on May 24, 2022).*

Exhibit 10.22 ESCROW AGREEMENT This Escrow Agreement dated this [?] day of [?], 2022 (the ?Escrow Agreement?), is entered into by and among Phoenix Motor Inc., a Delaware company (the ?Company? or ?Phoenix Motor?), having an address at 1500 Lakeview Loop, Anaheim, CA 92807, Prime Number Capital LLC, having an address at 14 Myrtle Drive, Great Neck, New York 11021, as the representative of the Unde

May 24, 2022 EX-3.7

Certificate of Correction to the Second Amendment to the Amended Certificate of Incorporation (incorporated by reference to Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-261384), filed with the SEC on May 6, 2022).*

Exhibit 3.7 Delaware The First State Page 1 3929882 8100 Authentication: 203402994 SR# 20221885295 Date: 05-11-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “PHOENIX MOTOR INC.”, FILED IN THIS OFFICE ON THE

May 24, 2022 EX-10.23

Intercompany Loan Agreement between SPI Energy Co., Ltd. and Phoenix Motor Inc. dated January 20, 2022 (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 24, 2022).*

EX-10.23 7 tm2122230d27ex10-23.htm EXHIBIT 10.23 Exhibit 10.23 INTERCOMPANY LOAN AGREEMENT INTERCOMPANY LOAN AGREEMENT (this “Agreement”), dated as of January 20, 2022, by and between SPI Energy Co., Ltd., a Cayman Islands exempted company (“Lender”), and Phoenix Motor Inc.., a Delaware corporation (“Borrower”), an indirect wholly-owned subsidiary of Lender. WHEREAS, Lender and Borrower desire to

May 24, 2022 S-1/A

As filed with the Securities and Exchange Commission on May 23, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 23, 2022.

May 23, 2022 CORRESP

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807 May 23, 2022 Division of Corporate Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: SiSi Cheng/ Hugh West Jennifer Angelini/ Anne Parker Re: Phoenix Motor Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed May 16, 2022 File No. 333-261384 Dear Ladies

May 17, 2022 EX-3.6

Third Certificate of Amendment to Certificate of Incorporation of Phoenix Motor Inc. dated April 29, 2022. (incorporated by reference to Exhibit 3.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022).*

Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “PHOENIX MOTOR INC.”, FILED IN THIS OFFICE ON THE TWENTY-NINTH DAY OF APRIL, A.D. 2022, AT 8:59 O`CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 3929882 8100 Authentication: 2033186

May 17, 2022 S-1/A

As filed with the Securities and Exchange Commission on May 16, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 16, 2022.

May 17, 2022 EX-10.8

Employment Agreement between Tony X. Zhou and Phoenix Car, LLC dated November 22, 2021 (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022).*+

EX-10.8 6 tm2122230d24ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 November 22, 2021 TonyX.Zhou Detroit, Michigan PHOENIX CARS, LLC OFFER OF EMPLOYMENT Anthonv x [email protected] Dear Mr. Zhou, We are very excited that you will be joining Phoenix Cars LLC, a California Limited Liability Company (the "Company"), as SVP of Autonomous Driving reporting to the CEO and the Chairman. Your start date will be Novem

May 17, 2022 EX-10.9

Employment Agreement between Can Shen “Edmund” and Phoenix Car, LLC dated January 11, 2021 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022).*+

Exhibit 10.9

May 17, 2022 EX-10.6

Employment Agreement between Tarek Helou and Phoenix Car, LLC dated August 16, 2016 (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022.*+

Exhibit 10.6 401 S. Doubleday Avenue Ontario, C/\ 91761 f 909 987 OiWi ~109 [j87 2D2lJ August 16, 2016 Mr. Tarek Helou I 1310 Boulevard Gouin West Pierrefonds, QC H8Z Ix3 Dear Mr. Helou: We are very excited to extend you an offer for temporary employment to join Phoenix Cars LLC, a California Limited Liability Company (the "Company"), as a Project Engineer, effective immediately upon gaining clear

May 17, 2022 EX-10.13

Independent Director Agreement between Steve Stivers and Phoenix Motor, Inc. dated November 24, 2021 (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on November 29, 2021).*+

Exhibit 10.13

May 17, 2022 EX-FILING FEES

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) PHOENIX MOTOR INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration

May 17, 2022 EX-10.7

Employment Agreement between Jose Paul Plackal and Phoenix Car, LLC dated September 27, 2021 (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022).*+

Exhibit 10.7 FUTURE TECHNOLOGY TODAY 1500 LAKEVIEW LOOP. ANAHEIM, CALIFORNIA 92807 | 909.987.0815 |[email protected] | WWW.PHOENIXMOTORCARS.COM PHOENIX CARS, LLC OFFER OF EMPLOYMENT September 27, 2021 Jose Paul 15674 Altamira Dr. Chino Hills, CA 91709 Dear Jose Paul: We are very excited that you will be continuing with Phoenix Cars LLC, a California Limited Liability Company (the "Company"

May 17, 2022 EX-10.11

Independent Director Agreement between Sam Van and Phoenix Motor, Inc. dated August 1, 2021 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022).*+

Exhibit 10.11 PHOENIX MOTOR, INC. INDEPENDENT DIRECTOR AGREEMENT This INDEPENDENT DIRECTOR AGREEMENT (the "Agreement") is made and entered into by and between Phoenix Motor, Inc., a Delaware corporation (the "Company"), and Sam Van, a citizen of the United States, with a permanent residence at 50 Battery Place, Apt SL, New York, NY 10280 (the "Independent Director"), on this 1st day of August, 202

May 17, 2022 EX-10.12

Independent Director Agreement between Zhenxing Fu and Phoenix Motor, Inc. dated November 23, 2021 (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022).*+

Exhibit 10.12

May 17, 2022 EX-10.10

Independent Director Agreement between John F. Perkowski and Phoenix Motor, Inc. dated July 19, 2021 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on May 17, 2022).*+

Exhibit 10.10 PHOENIX MOTOR, INC. INDEPENDENT DIRECTOR AGREEMENT This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into by and between Phoenix Motor, Inc., a Delaware corporation (the “Company”), and John F. Perkowski, a citizen of the United States, with a permanent residence at 355 Rock Road East, Lambertville, New Jersey 08530 (the “Independent Director”), on this 19th d

May 17, 2022 EX-3.7

Certificate of Correction to the Second Amendment to the Amended Certificate of Incorporation**

Exhibit 3.7 Delaware The First State Page 1 3929882 8100 Authentication: 203402994 SR# 20221885295 Date: 05-11-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “PHOENIX MOTOR INC.”, FILED IN THIS OFFICE ON THE

May 16, 2022 CORRESP

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807

CORRESP 1 filename1.htm PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807 May 16, 2022 Division of Corporate Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: SiSi Cheng/ Hugh West Jennifer Angelini/ Anne Parker Re: Phoenix Motor Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed May 6, 2022 File No.

May 6, 2022 S-1/A

As filed with the Securities and Exchange Commission on May 5, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 5, 2022.

May 6, 2022 EX-3.6

Third Certificate of Amendment to Certificate of Incorporation of Phoenix Motor Inc dated April 29, 2022. **

Exhibit 3.6 Delaware The First State Page 1 3929882 8100 Authentication: 203318610 SR# 20221708127 Date: 05-02-22 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “PHOENIX MOTOR INC.”, FILED IN THIS OFFICE ON THE T

May 5, 2022 CORRESP

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807

CORRESP 1 filename1.htm PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807 May 5, 2022 Division of Corporate Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: SiSi Cheng/ Hugh West Jennifer Angelini/ Anne Parker Re: Phoenix Motor Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed April 20, 2022 File N

April 26, 2022 S-1/A

As filed with the Securities and Exchange Commission on April 26, 2022.

? As filed with the Securities and Exchange Commission on April 26, 2022. Registration No. 333-261384? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933? PHOENIX MOTOR INC. (Exact name of registrant as specified in its charter) ? Delaware ? ? 3713 ? ? 85-4319789 ? ? (State or other jurisdi

April 26, 2022 EX-FILING FEES

Filing Fee Table**

EX-FILING FEES 2 tm2122230d19ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) PHOENIX MOTOR INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(1) Proposed Max

April 20, 2022 EX-3.5

Second Certificate of Amendment to Amended Certificate of Incorporation of Phoenix Motor

EX-3.5 2 tm2122230d17ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “PHOENIX MOTOR INC.”, FILED IN THIS OFFICE ON THE NINTH DAY OF MARCH, A.D. 2022, AT 3:40 O`CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secreta

April 20, 2022 S-1/A

As filed with the Securities and Exchange Commission on April 19, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 19, 2022.

April 20, 2022 EX-99.7

Nominating and Corporate Governance Committee Charter*

EX-99.7 4 tm2122230d17ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 PHOENIX MOTOR INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER Effective [●] I. INTRODUCTION The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Phoenix Motor Inc. (the “Company”) to: (i) identify and screen individuals qualified to serve as directors and rec

April 20, 2022 EX-FILING FEES

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) PHOENIX MOTOR INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share(4) Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration

April 20, 2022 EX-10.3

Employment Agreement between Dr. Liang Lance Zhou and Phoenix Cars LLC dated March 21, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-261384), filed with the SEC on April 20, 2022)*+

EX-10.3 3 tm2122230d17ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 PHOENIX CARS, LLC OFFER OF EMPLOYMENTMarch 16, 2022Lance Zhou Director & CEODear Mr. Zhou,We are very excited that you will be joining Phoenix Cars LLC, a California Limited Liability Company (the "Company"), as Director & CEO repo1ting to the Chairman of the Board. Yow- start date will be la1c· h 21, 2022 or another mutually agreed upon d

February 4, 2022 EX-FILING FEES

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) PHOENIX MOTOR, INC.

February 4, 2022 FWP

Filed Pursuant to Rule 433 of the Securities Act of 1933

FWP 1 tm225287d1fwp.htm FREE WRITING PROSPECTUS Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated February 3, 2022 Relating to the Preliminary Prospectus dated February 3, 2022 Registration No. 333-261384 PHOENIXMOTORCARS.COM 1 ROADSHOW PRESENTATION FEBRUARY | 2022 PHOENIXMOTORCARS.COM 2 Free Writing Prospectus We have previously filed a registration sta

February 4, 2022 S-1/A

As filed with the Securities and Exchange Commission on February 3, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 3, 2022.

February 3, 2022 CORRESP

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807

PHOENIX MOTOR INC. 1500 Lakeview Loop Anaheim, CA 92807 February 3, 2022 Division of Corporate Finance Office of Manufacturing United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: SiSi Cheng/ John Cash Perry Hindin/ Anne Parker Re: Phoenix Motor Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed January 24, 2022 File No. 333-261384 Dear Lad

January 27, 2022 FWP

Filed Pursuant to Rule 433 of the Securities Act of 1933

Filed Pursuant to Rule 433 of the Securities Act of 1933 Issuer Free Writing Prospectus dated January 26, 2022 Relating to the Preliminary Prospectus dated January 24, 2022 Registration No.

January 24, 2022 EX-4.2

Form of Underwriter Warrant*

Exhibit 4.2 THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) M

January 24, 2022 EX-4.5

Form of Warrant Certificate*

Exhibit 4.5 COMMON STOCK PURCHASE WARRANT PHOENIX MOTOR INC. Warrant Shares: [] Initial Exercise Date: [], 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exer

January 24, 2022 S-1/A

As filed with the Securities and Exchange Commission on January 24, 2022.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 24, 2022.

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