SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K for the fiscal year ended December 31, 2022, and information we provide in our press releases, telephonic reports and other investor communications, including those on our website, contains forward-looking statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), which are subject to risks, uncertainties, and assumptions that are difficult to predict. All statements in this annual report on Form 10-K, other than statements of historical fact, are forward-looking statements. These forward-looking statements are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The forward-looking statements include statements, among other things, with respect to anticipated future events, including anticipated trends and developments in and management plans for our business and the markets in which we operate and plan to operate; future financial results, operating results, revenues, gross profit, operating expenses, projected costs, and capital expenditures; sales and marketing initiatives; competitive position; and liquidity, capital resources, and availability of future equity capital on commercially reasonable terms.
Forward-looking statements can be identified by the use of words such as “expect,” “plan,” “will,” “may,” “anticipate,” “believe,” “estimate,” “should,” “intend,” “forecast,” “project” the negative or plural of these words, and other comparable terminology. Our forward-looking statements are only predictions based on our current expectations and our projections about future events. All forward-looking statements included in this annual report on Form 10-K are based upon information available to us as of the filing date of this annual report on Form 10-K. You should not place undue reliance on these forward-looking statements. We undertake no obligation to update any of these forward-looking statements for any reason.
We have identified factors that could cause actual plans or results to differ materially from those included in any forward looking statements. These factors include, but are not limited to, the following:
| ● | our ability to continue as a going concern; |
| ● | our history of losses, and expectation of incurring significant expenses and losses for the foreseeable future; |
| ● | our ability to convert concept trucks and vans into production and sales; |
| ● | our product development timeline and expected start of production; |
| ● | our ability to compete in the highly competitive EV commercial vehicle market and the development of competitive trucks and vans manufactured and sold by our competitors and major industry vehicle companies; |
| ● | our ability to scale in a cost-effective manner; |
| ● | our ability to attract new customers and retain existing customers, and reduce our substantial customer concentration; |
| ● | our ability to control operating costs and future capital requirements and sources and uses of cash; |
| ● | our need and ability to obtain funding for our future operations; |
| ● | our financial and business performance, including business metrics and any underlying assumptions thereunder; |
| ● | changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans; |
| ● | the implementation, market acceptance and success of our business model; |
| ● | the impact of health epidemics, including the COVID- 19 pandemic, on our business and the actions we may take in response thereto; |
| ● | our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; |
CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT
Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 10-K to:
| ● | “we,” “us,” “our Company,” “our”, “Phoenix”, or “Phoenix Motor” refer to Phoenix Motor Inc., a Delaware holding company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company became the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time; |
| ● | “2020,” “2021,” and “2022” refers to our fiscal years ended December 31, 2020, 2021 and 2022, respectively; |
| ● | “EV” refers to electric vehicle; |
| ● | “R&D” refers to research and development; |
| ● | “Shares” or “common shares” refers to our common stock, par value $0.0004 per share; |
| ● | “PCL” refers to Phoenix Cars, LLC, a LLC incorporated under the law of California; |
| ● | “PML” refers to Phoenix Motorcars Leasing, LLC, a LLC incorporated under the law of California; |
| ● | “U.S.” refers to the United States of America; |
| ● | “U.S. dollar” or “$” refers to the legal currency of the United States of America; |
Discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.