2022-06-07 | Press release | Phoenix Motor Inc. Announces Pricing for Initial Public Offering of $15,750,000

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 electric vehicles (“EVs”), today announced the price of its initial public offering (the “CloseCurlyDoubleQuote;Offer) of 2,100,000 shares of common stock (the “CloseCurlyDoubleQuote;Shares) at a public offering price of $7.50 per share, for proceeds total gross of US$15,750,000 before deducting underwriting discounts and fees and offering costs The Offering is being made on a firm commitment basis The shares have been approved for listing on the Nasdaq Capital Markets and are expected to begin trading on June 8, 2022, under the symbol “PEV.”

The Company has granted the underwriters an option, exercisable within 30 days of the closing of the Offering, to purchase up to 315,000 additional Shares at the public offering price to cover the over-allotment, if any, less underwriting discounts and commissions.

The offering is expected to close on June 10, 2022, subject to customary closing conditions.

Prime Number Capital LLC acts as sole bookrunner and representative of underwriters. Revere Securities LLC and Westpark Capital, Inc. are acting as co-managers of the Offering. Loeb & Loeb LLP is acting as legal counsel to the Company and Robinson & Cole LLP is acting as legal counsel to Prime Number Capital LLC.

The Company intends to use the net proceeds of this offering primarily to invest in its technology, research and development efforts, manufacturing, marketing, maintaining and expanding its intellectual property portfolio, as well as for working capital and other general corporate purposes.

A registration statement on Form S-1 (File No. 333-261384) relating to the offering has been filed with the Securities and Exchange Commission (“SEC””) and was declared effective by the SEC on June 7 2022. The offering is being made only by means of a prospectus, forming part of the registration statement. Copies of the offering prospectus may be obtained, when available, from Prime Number Capital LLC by email at info@pncps.com. In addition, a copy of the final prospectus relating to the offering may be obtained via the SEC’s website. www.sec.gov.

Before investing, you should read the final prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the Offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, and there will be no sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or territory.

About Phoenix Motor Inc.

Phoenix Motor Inc., a pioneer in the electric vehicle industry (“VE”), through its wholly-owned subsidiaries, designs, assembles and integrates electric drive systems and light-duty electric vehicles. and markets and sells electric vehicle chargers for the commercial and residential markets. Phoenix operates two primary brands, “Phoenix Motorcars” focused on commercial products, including medium-duty electric vehicles, chargers and electric forklifts, and “EdisonFuture” which intends to offer light electric vehicles. As a pioneer in electric vehicles, the company delivered its first commercial electric vehicle in 2014 and rolled out the first-ever zero-emission airport shuttle at Los Angeles International Airport (“LAX”), and the LAX fleet grew to 39 electric shuttle buses, one of the largest of its kind Los Angeles Air Force Base in El Segundo and NASA’s Jet Propulsion Laboratory in Pasadena, Calif., are among the company’s electric vehicle customers The company’s first-generation E-Series Zeus.Phoenix intends to be a leading designer, developer and manufacturer of electric vehicles and electric vehicle technologies.For more information, please visit: www.phoenixmotorcars.com and www.edisonfuture.com.

Forward-looking statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding future plans, objectives, goals, strategies, events or performance, as well as underlying assumptions and other statements other than statements of historical fact. Where the Company uses words such as “may,” “will,” “intent,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate” or similar expressions that do not not relate solely to historical matters, it makes forward-looking statements. Specifically, the Company’s statements regarding trading on the NASDAQ Capital Market and the closing of the Offer are forward-looking statements. There can be no assurance that the net proceeds of the Offering will be used as stated. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks, including, but not limited to, the following: the company’s ability to convert concept trucks and vans into production and sales; the company’s product development schedule and expected start of production; the development of competitive trucks and vans manufactured and sold by the Company’s competitors and the industry’s leading vehicle manufacturers; the company’s ability to grow profitably; the Company’s future capital needs and sources and uses of cash; the Company’s ability to obtain financing for its future operations; the Company’s financial and business performance; changes in the Company’s strategy, future operations, financial condition, estimated revenues and losses, projected costs, prospects and plans; the implementation, market acceptance and success of its business model; expectations regarding the Company’s ability to obtain and maintain intellectual property protection and not infringe the rights of others; and other risks contained in the Company’s filings with the SEC. For these and other reasons, investors are cautioned not to place undue reliance on any forward-looking statements contained in this press release. Additional factors are discussed in the Company’s SEC filings, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances occurring after the date hereof.

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